Terms & Conditions
Effective Date: August 14th, 2019
Welcome to www.salesandorders.com (“Sales & Orders” or the “Site” or the “Service”). The Site is owned and operated by S&O, Inc., located at 15 Grumman Road West Bethpage, NY 11714 (“Sales & Orders” or “we” or “us”).
By accessing, browsing or using this Site – which includes the content, software and services provided on and available through the Site – you acknowledge that you have read, understood and agree to be bound by the following terms and conditions (“Terms of Service”). If you do not agree, please do not use this Site.
Sales & Orders reserves the right to update and change the Terms of Service when necessary without notice, at any time, at our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your account relating to the Service (the “Account”).
October 2019 Ammendments & Additions
Please review the following per the release of our Affiliate Marketing Network as of October 18th 2019:
*Advertiser Subscription: All Advertisers are bound to a standard monthly fee to access the program. Sales & Orders reserves the right to change this fee at any time with notice. Notice may be provided at any time by posting the changes to your Account page, via email notification, phone call or other reasonable method.
*Publisher Subscription: Publishers are presently not charged a standard monthly fee to access the program. Sales & Orders reserves the right to change this fee at any time with notice. Notice may be provided at any time by posting the changes to your Account page, via email notification, phone call or other reasonable method.
*Advertiser Terms: Upon admission to the program, Advertisers are required to define their own distinct Terms & Conditions. Publishers are required to follow said Terms and their agreement to said Terms is exclusive only to the Advertiser / Publisher relationship and Advertisers are solely responsible for the enforcement of their defined Terms. Such agreement is independent of any and all Terms & Conditions enforced by the Sales & Orders Terms & Conditions.
*Advertiser Commissions: Advertisers reserve the right to define their desired commission(s) structure at time of creating their profile. Said commissions are agreed upon and enforced solely in the Advertiser / Publisher relationship. Such agreement is independent of any and all Terms & Conditions enforced by the Sales & Orders Terms & Conditions.
*Commission Payouts Made: Payouts are made by Advertisers to Publishers based on an Advertiser's set commission(s) structure. Sales & Orders is only responsible for the facilitation of said commission transaction(s) through our system. Advertisers are charged directly by Sales & Orders via their set payment method for the service. Publishers receive payouts in accordance with our chosen Payments Provider. Sales & Orders reserves the sole right to use our chosen Payments Provider.
*Payments Provider: Sales & Orders utilizes Stripe Connect as our chosen Payments Provider. All Publishers are required to set up an account and be approved by Stripe to be able to accept commission payouts from Advertisers. Publishers will be required to agree to and abide by Stripe's own Terms & Conditions. Such agreement is independent of any and all Terms & Conditions enforced by the Sales & Orders Terms & Conditions.
*S&O Transaction Fee: Sales & Orders charges Advertisers a transaction processing fee totaling but not exceeding 20% (excludes Tax and/or Shipping) of the expected payout, but only when the payout exceeds $20 USD. In such an event, the fee will be held until such a time that the payout exceeds $20 USD. This fee is charged as "on top of" the expected payout to a given Publisher.
*Payout Calendar: Payouts from Advertisers to Publishers are taken every Friday of a given week after a specific transaction occurs, but only 7 days after a transaction and when the expected payout exceeds $20 USD, with respect to an Advertiser's choice to Postpone or Reject a payout. Should a payout not exceed $20 USD, Sales & Orders will hold said payout until it exceeds $20 USD.
*Pending Payouts: In accordance with Stripe Connect Terms & Conditions, payouts earned by Publishers are held for 5-7 days until being deposited into a Publisher's account with their chosen financial institution. This fund holding or pending state is controlled solely by Stripe. Sales & Orders is not responsible for funds under the control of Stripe.
*Payout Postponement: Advertisers reserve the sole right to 2 consecutive payout postponements for such reasons as but not limited to: product availability, product condition, additional research required. A single postponement will not exceed 7 days and the maximum being 21 days for 2 consecutive postponements, before payout is automatically processed by Sales & Orders.
*Payout Rejection: Advertisers reserve the sole right to reject an expected payout for such reasons as but not limited to: order cancellation, fraud, a Publisher's failure to adhere to an Advertiser's Terms & Conditions. Sales & Orders closely monitors all payout rejections. Any Advertiser found to be overusing or abusing payout rejections will be subject to disciplinary actions.
*Payout Currency: All payouts to Publishers are converted to USD. All monetary values in Publisher accounts and reporting are converted to USD.
*In-App Messaging System: Advertisers and Publishers are able to communicate through Sales & Orders via our in-app messaging system. In accordance with our General Terms: You shall not post any Content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service (“Offending Content”). Sales & Orders has the right (but not the obligation) to remove any Content that it deems, in its sole discretion, to be Offending Content. You agree to indemnify, defend and hold Sales & Orders harmless against all claims, damages, losses, settlements and expenses (including attorney fees) that result from your posting of Offending Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Sales & Orders customer, employee, member or officer will result in immediate termination of your Account.
*Program Acceptance: All Advertisers and Publishers are subject to review by Sales & Orders compliance staff prior to being allowed to access the Service. Sales & Orders reserves the sole right to reject or hold an application for any reason.
*Discretionary Cancellation: Sales & Orders, in its sole discretion, has the absolute right to suspend or terminate your Account and refuse any and all current or future use of the Service, or any other Sales & Orders service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account and the forfeiture and relinquishment of all Content in your Account. Sales & Orders reserves the absolute right to refuse service to anyone for any reason at any time.
Important Notice to Shopify Store Owners
Please review the following per changes made to our Terms specific only to Shopify stores as of August 14th, 2019:
*Shopify Billing API: Sales & Orders utilizes the Shopify Billing API to streamline and simplify payments for your selected plans and/or add-ons. As an integrated billing solution, this enables app charges to be handled by Shopify's merchant invoicing system.
*Approving Charges: Because we utilize the Shopify Billing API, any and all charges or changes to your plan/add-ons must be approved by the store owner and from within your store’s admin control panel.
*Your Invoices: Charges appear directly on your Shopify invoice – thus no credit card information is required when choosing plans or add-ons for your Sales & Orders account.
*Cancellations: Cancelling in-app completely removes your plans, no further action is required, nor will you have to approve cancellations in your Shopify admin. You will, however, lose access to features allotted by certain plans. This does not apply to Feed Tool SKU count plans – however our team checks these removals daily and will remove your access in accordance with our terms.
*Refunds: All requests for refunds submitted directly to Shopify support are forwarded to our team. If your refund request is approved, it will then be sent back to Shopify to be processed. Please note that we reserve the right to reject any refund request.
*Prorated Charges (Upgrades/Downgrades): When you upgrade or downgrade your plan, the charge will be prorated accordingly.
*Uninstalling with an Active Plan: If you uninstall the app before the first day of the billing cycle, you are not charged for the following month. If you uninstall it after the first day of the billing cycle, you are charged. There is no pro-rating.
*Cancelling your Shopify Account: Similar to when you uninstall the app, you are expected to pay for any application fees.
2019 Ammendments & Additions
Please review the following per changes made to our platform as of January 1st 2019:
*Auto-Pay: All billing plans are scheduled for monthly auto-pay by default and this cannot be changed or altered without a minimum 72-hours advance notice to our team.
*Plan Auto-Upgrading: Full Access plans are set to automatically upgrade in tier and subscription cost based solely on increases in your ad spend on campaigns you manage in our app. Certain tiers also include additional app features. You will be notified via email prior to an expected tier increase and when your plan tier upgrades to the next level.
*Ad Spend: Self-Managed and Managed Services plans (not including add-ons) are billed based on 30-day cumulative ad spend only for tracked campaigns within our app (Google, Bing, Facebook). All ad spend is converted to USD when processing Auto-Pay billing.
*Add-Ons: Add-ons can be purchased and removed at will. Any changes you make will be reflected on your billing statement and invoicing.
*Repricer: Repricer plans are based on total number of GTINs requested for Pricing API fetching. These plans are not controlled via auto-upgrade. You can manually adjust your desired GTIN limit from the billing portal.
*Auto-Enrollment: When subscribing to the Feed Tool you are automatically enrolled and eligible for Full Access Plans, however there is no obligation to utilize any features as per being auto-enrolled.
*Downgrades & Cancellations: While add-ons such as feed tool upgrades can be removed/managed within the billing portal, plan downgrades and/or cancellations must be requested from our team with a minimum 72-hours advance notice.
*Uninstalling with an Active Plan: For account owners whose stores are built on integrated platform solutions other than Shopify, uninstalling the app does not cancel your subscription. Cancellations must be submitted via the in-app billing portal or requested directly with a Sales & Orders staff member.
*Managed Setup: Please note that there will be a mandatory, one-time setup fee if you wish to have our Onboarding Team handle the setup and configuration of your account for either Self-Managed or Managed Services plans only. Please contact our team for additional information.
*Google Ads Credits: Only available for NEWLY CREATED Google Ads accounts. Google Ads credits are applied automatically and are not controlled by our team. Please see Google Ads Help for more information.
*Bing Bucks: As a Bing Select Partner, we are issued a limited number of Bing Bucks. Please inquire with our team about eligibility and requirements to receive Bing Bucks. Our team applies Bing Bucks credits directly to your account.
*Products: Feed Tool Only plans, not including add-ons, are based on the number of products you wish to import into our app. These plans are not controlled via auto-upgrade. You can manually adjust your desired Product limit from the billing portal.
Privacy and Security
Information: You must provide your legal full name, a valid email address and any other information requested in order to register with us.
Google Accounts: We do not maintain nor take ownership of any Google service account belonging to users, not limited to: AdWords, Analytics, Merchant Center, Gmail. Maintenance, upkeep, and security are the sole responsibility of the account's owner.
Support Request Turnaround/Service Level Agreement: The average turnaround time for requests submitted to our support team is 1 business day. Resolution turnaround time is subject to change and may vary based on severity/complexity of said request(s). Note that turnaround times for varying Google Account support requests are governed in-part by Google staff review. Sales & Orders staff cannot be held accountable for longer or slowed support turnaround times due to Google-defined latencies.
Platform Maintenance: Note that as a cloud-based solution, Sales & Orders software is subject to both routine and unscheduled maintenances. During these maintences, your account may become temporarily unavailable. Our team will always provide as much advance notice as possible in the event maintences may interrupt account accessibility.
Security: You are responsible for maintaining the security of your Account and the accompanying password. Sales & Orders cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
Legal Compliance: You are responsible for all content posted (the “Content”) and activity that occurs under your account.
You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Payment, Refunds, Upgrading, and Downgrading Terms
Credit Cards: A valid credit card is required for paying accounts.
Plan Terms: Once billing is implemented, your account will be charged at the applicable term for use of Sales & Orders. For example, monthly accounts will be billed on a monthly basis, annual accounts will be billed on an annual basis, etc.
Upgrades/Downgrades: An upgrade will take effect immediately and you will be billed a prorated amount for your new plan. Your billing cycle will remain as is. For any downgrade in plan level, the credit card that you provided will be automatically charged the new rate on your next billing cycle.
Please note: Downgrading your Service may cause the loss of Content, features or capacity of your Account. Sales & Orders does not accept any liability for such loss.
Refunds: The Service is billed in advance for the term specified and is non-refundable. There will be no refunds or credits for partial use of prepaid services, upgrade/downgrade refunds or refunds for months unused with an open account.
Taxes, Etc.: All fees are exclusive of all taxes, levies, duties imposed by taxing authorities and you shall be responsible for payment of all such taxes, levies or duties, excluding only United States (federal or state) taxes. All fees are charged in USD.
Setup Fees*: All new accounts are subject to a one-time, non-refundable setup fee totalling but never exceeding $200. Setup fees are waived when opting for a 6 or 12 month agreement
Setup & Onboarding Time: Account setup and onboarding time frames average 30 days from receipt of your account by our startup teams. Please note that this time frame is subject to change based on but not limited to such things as: Google-defined latencies, complexity of existing campaign structures, Merchant Center disapprovals due to Google policy violations, purchase of additional services such as Feed Management, and/or issues stemming from your chosen ecommerce platform/solution provider/website.
Term Agreements: We offer the opportunity to opt for 6 and 12-month term agreements. However, said agreements are never held as a requirement. 12-month agreements also carry a discounted rate based on plan selected. Accounts/Customers are subject and bound to the provisions specific to the chosen agreement type. Term agreements are delivered upon request and require authorization and signature by account owner.
Cancellation and Termination
Content: All of your Content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled. However Sales & Orders is not responsible for the status or continued activity of content created by the Service upon cancellation including but not limited to: Shopping campaigns, Text Ads, Feeds housed within the Account owner's Google services. It the the sole responsibility of the Account owner to remove, pause, or alter content with their Google services upon cancellation.
Billing: If you cancel the Service before the end of your current paid term, your cancellation will take effect immediately and you will not be charged again.
Discretionary Cancellation by Sales & Orders: Sales & Orders, in its sole discretion, has the absolute right to suspend or terminate your Account and refuse any and all current or future use of the Service, or any other Sales & Orders service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account and the forfeiture and relinquishment of all Content in your Account. Sales & Orders reserves the absolute right to refuse service to anyone for any reason at any time.
Modifications to the Service and Prices
Service: Sales & Orders reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
Pricing: Prices of all Services, including but not limited to monthly or annual subscription plan fees to the Service, are subject to change at any time with notice from Sales & Orders. Notice may be provided at any time by posting the changes to your Account page, via email notification, phone call or other reasonable method.
Copyright and Content Ownership
We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours.
Sales & Orders does not pre-screen Content, but Sales & Orders has the right (but not the obligation) in its sole discretion to refuse or remove any Content that is available via the Service.
By providing Sales & Orders with your account information (login, password, email address, FTP location) for any shopping comparison engine, you’re agreeing to allow Sales & Orders to log in to your account, view all account information, modify any other settings deemed necessary for automated interaction and otherwise compatibility with the Service and/or send a data feed to that engine on your behalf.
By providing Sales & Orders with your account information (login and password) for Google Product Search, you understand that you’re also providing Sales & Orders access to all your information on Google under that account.
Sales & Orders does not guarantee any particular placement or position on the shopping comparison engines.
Sales & Orders can supply product bids to the shopping comparison engines which may cause increased spend of shopping comparison engine budgets.
Sales & Orders does not sign up for the shopping comparison engines on your behalf. Users must create accounts with any/all shopping comparison engines they are interested in using.
Sales & Orders is not responsible for any fees incurred to merchant’s shopping comparison engine accounts or campaigns, including shopping comparison engines which charge on a commission, cost per click, flat rate or other basis.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Sales & Orders or any other Sales & Orders service.
Sales & Orders has the right to access, index, cache or crawl the URL(s), the Content itself or any portion thereof in connection with Sales & Orders’s authorized use of the Content.
Sales & Orders has the right to create its own shopping comparison engine based on feeds submitted to Sales & Orders.
Sales & Orders owns the website through which the Service is offered (the “Website”), the Service, the software underlying the Website and Service and all intellectual property rights related thereto including, without limitation, the mark “Sales & Orders”. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use the Service or access to the Service without the express written permission by Sales & Orders.
You shall not post any Content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service (“Offending Content”). Sales & Orders has the right (but not the obligation) to remove any Content that it deems, in its sole discretion, to be Offending Content. You agree to indemnify, defend and hold Sales & Orders harmless against all claims, damages, losses, settlements and expenses (including attorney fees) that result from your posting of Offending Content.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Sales & Orders customer, employee, member or officer will result in immediate termination of your Account.
You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You must not transmit any worms or viruses or any code of a destructive nature.
By utilizing Sales & Orders’s tracking technology, you understand that you will be providing Sales & Orders access to information about the traffic and sales generated from your shopping engine campaigns. Sales & Orders will use this information to generate performance statistics to report back to you in a meaningful manner. Sales & Orders may include your data in aggregate statistics that represent performance across all of Sales & Orders’s customers and share this data publicly, but without any personally identifiable information about your customers or information that attributes any subset of this data to your individual company. Sales & Orders will not share any tracking information that can be attributed to your company with any 3rd parties without your explicit consent.
Your use of the service is subject to certain third-party terms and conditions, including, without limitation, any publishers editorial guidelines, privacy policies and trademark guidelines and ad specification requirements required by any search engines or third-party websites in order to advertise on their network, which may be modified at any time by such third parties.
Sales & Orders is not a party to the financial relationship between you and any Advertising Platform. Any fees charged by Sales ā Orders are for its services and software only. Advertising Platforms may provide financial incentives, sales contests and other incentive programs to Sales & Orders on the basis of customer satisfaction, ad spend under management, and/or other key metrics influenced by the Sales & Orders Services and software, and customer data is a part of these calculations. In no event shall any Advertising Platform incentive program provided to Sales & Orders impact the financial terms or relationship that you enjoy directly with the Advertising Platforms.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. SALES & ORDERS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
Disclaimer of Liability
SALES & ORDERS WILL NOT BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SALES & ORDERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN ANY EVENT, SALES & ORDERS’S MAXIMUM LIABILITY IN CONNECTION WITH YOUR USE OF THE SERVICE WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO SALES & ORDERS FOR THE SERVICE DURING THE PRIOR TWELVE (12) MONTH PERIOD.
These Terms of Service constitutes the entire agreement between you and Sales & Orders and govern your use of the Service, superseding any prior agreements between you and Sales & Orders (including, but not limited to, any prior versions of the Terms of Service).
These Terms of Service will be governed by the laws of the State of New York (except that body of law controlling conflicts of law). Any dispute relating to the terms, interpretation, or performance of this Agreement shall be heard in (and only in) the federal and state courts located in New York.
The failure of Sales & Orders to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
CUSTOMER AGREES THAT SALES & ORDERS SERVICES ARE DEEMED RENDERED AND ACCEPTABLE WITHOUT ANY DEDUCTION, SET-OFFS OR COUNTERCLAIMS WHATSOEVER AND AGREES THAT IT WAIVES ALL RIGHTS TO REQUEST A CHARGE-BACK FROM ITS CREDIT CARD PROVIDER.
Questions about the Terms of Service should be sent to our support team at firstname.lastname@example.org.