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”).
Privacy and Security
Google Ads Connection (Feed Tool): All accounts are required, at minimum, to link their Sales & Orders account to both Google Ads and Google Merchant Center when setting up an account using the respective onboarding wizard.
Manager Account Auto-Linking (Google & Microsoft Only): When connecting your Sales & Orders account with Google Ads and/or Microsoft Advertising, your account will be automatically linked under our Manager Account level access respective to each platform. If you were to remove said linking when on any Free or Unpaid Sales & Orders subscription plan, your account will be automatically relinked nightly.
Google Ads Manager Account Linking: Any Google Ads account, free or paying, that uses Sales & Orders is required to be linked to our Google Ads Manager Account. This linking is a conditional aspect of our Premier Partnership and API endpoint connection with Google which allows not only our team, but also Google more ready access to your Google Ads account for support and tracking purposes. Do note that, as part of our Premier Partnership with Google, our app nor our team will NEVER make any changes to any of your Google accounts without express consent - such as when working with us to manage and optimize your Google Ads campaigns. Also, we do not link based on position nor do we remove any other 3rd party Google Manager account connections from your Google Ads account. If you were to remove the Sales & Orders Manager Account from your Google Ads account while authenticated in our app, we will automatically re-link to it nightly. By disconnecting your Google Ads account from Sales & Orders, you will lose access to any and all features associated to that connection which may include but is not limited to the Feed Tool, Campaign Managers, and Repricer.
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.
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
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: Full Access 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.
Feed Tool: Feed Tool plans are based on total number of products imported from your store or existing feed(s). These plans are not controlled via auto-upgrade. You can manually adjust your desired product limit from the billing portal as well as downgrade your plan tier.
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 as well as downgrade your plan tier.
Full Access Plan 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.
Marketplaces: A base monthly subscription cost is required for each unique Marketplace you connect to using your Sales & Orders account.
Marketplaces Volume Pricing: Select tiers when subscribed to Marketplaces are subject to additional monthly charges based on the number of orders processed by Sales & Orders in a given 30-day period.
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.
Downgrades: We do not automatically downgrade any billing plans based on tier thresholds such as but not limited to plans based on ad spend. Downgrades must be requested via the in-app billing portal or by contacting our team directly.
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.
Chargebacks: Any and all chargebacks are presumed in "good faith". Sales & Orders will always seek to resolve chargeback disputes in a mutually amicable way. In the event that a mutually amicable outcome cannot be reached, the account owner reserves the right to request a chargeback with their financial institution. This will result in the immediate termination of said account and Sales & Orders will provide supporting documents contradicting the issuance of the chargeback to the account owner's financial institution.
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: New accounts may be subject to a one-time, non-refundable setup fee based on certain plans or services selected.
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.
Cancellations and Account Termination
Cancellations: You may request to cancel your plan(s) at anytime through the Billing Admin. Cancellations are generally processed within 72 hours of the receipt of your request.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.
Chargeback Cancellation: In the event of a chargeback, 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.
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.
BigCommerce Partnership Conditions
Google Ads Manager Account Linking: Any Google Ads account belonging to a BigCommerce store, on either a free or paying Sales & Orders subscription, and that uses Sales & Orders is required to be linked to the shared BigCommerce Google Ads Manager Account. This linking is a conditional aspect of our shared Premier Partnership and API endpoint connection with Google which allows not only our team and BigCommerce, but also Google more ready access to your Google Ads account for support and tracking purposes. Do note that, as part of our shared Premier Partnership with Google, our app, our team, nor BigCommerce will ever make any changes to any of your Google accounts without express consent - such as when working with us to manage and optimize your Google Ads campaigns. Also, we do not link based on position nor do we remove any other 3rd party Google Manager account connections from your Google Ads account. If you were to remove the BigCommerce Manager Account from your Google Ads account while authenticated in our app and on any Free or Unpaid Sales & Orders subscription plan, we will automatically re-link to it nightly. By disconnecting your Google Ads account from BigCommerce, you will lose access to any and all features associated to that connection which may include but is not limited to the Feed Tool, Campaign Managers, and Repricer.
Shopify Billing Conditions
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.
Affiliate Network Conditions
Advertiser to Publisher Relationship: Though Sales & Orders reserves the sole right to review, approve, and even reject both Advertiser and Publisher requests to be part of the Affiliate Marketing Network, it is the sole responsibility of the Advertiser and/or Publisher to govern and maintain their relationship or partnership. Sales & Orders is in no way responsible for any Advertiser's or Publisher's misuse of the Service or misrepresentation of themselves or their business. As such, the agreement or partnership between an Advertiser and Publisher is independent of any and all Terms & Conditions enforced by the Sales & Orders Terms & Conditions. Advertisers and/or Publishers do have the right to report any misuse of the Service or misrepresentation by the other party to Sales & Orders.
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.
Sales Definition: Commissions paid out solely based on when a product is sold from a given Publisher source.
Leads Definition: Commissions paid out solely based on when a site visitor completes a form or signs up on your website for a program.
Clicks Definition: Commissions paid out solely based on when a site visitor completes a form or performs an action other than a Sale or Click.
Source Tracking: All commission types are tracked via the source Publisher using Urchin Tracking Modules (UTMs) attached to the URL of the source. Each Publisher is assigned its own custom tracking parameters by our app. Sales & Orders then utilizes Google Analytics solely to track back the source of the transaction reported in your account.
Source Tracking Provider: Sales & Orders uses Google Analytics solely to track back the source of a given transaction reported in your account. Advertisers may not choose any other tracking provider. Subscription to the Affiliate Marketing Network for Advertisers automatically enables Sales & Orders access to Google Analytics for use in transaction tracking. Sales & Orders reserves the sole right to change or adjust the Source Tracking Platform at any time with or without advance notice.
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.
Conditional Removal: Sales & Orders reserves the sole right to remove any Advertiser or Publisher from the program for any reason.
Referral Program Terms
BY CLICKING THE BOX INDICATING ACCEPTANCE OF THIS REFERRAL AGREEMENT (this “Agreement”), THE IDENTIFIED INDIVIDUAL, ORGANIZATION, OR OTHER LEGAL ENTITY (“User”) AGREES THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERNS USER’S ACCESS TO AND USE OF THE NEW CUSTOMER REFERRAL PROGRAM (“Referral Program”) of S&O LLC A/K/A SALES & ORDERS (“S&O”). THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF SUCH ACCEPTANCE (“Effective Date”).
ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN.
1. Business Terms.
a. Referral Fees.
i. For each Approved New Customer within User’s Referral Account, User shall receive a referral fee in an amount equal to ten percent (10%) of the Monthly Subscription Plan that that the Approved New Customer subscribed to for as long as the Approved New Customer remains an Approved New Customer of S&O (the “Referral Fee”).
ii. No later than thirty-five (35) calendar days from the last day of each calendar quarter, S&O shall determine the total amount of Referral Fees due and owing on User’s Referral Account for the preceding quarter and remit payment to User via ACH. If such day falls on a weekend or bank holiday, then the payment shall be remitted no later than the next business day.
iii. No Referral Fee shall be due and owing to User on any Approved New Customer whose Monthly Subscription Plan is terminated or suspended (whether voluntarily or involuntarily) even if such Approved New Customer signs-up for a new Monthly Subscription Plan or reinstates their Monthly Subscription Plan at a later date.
1. Section 1(a)(iii) of this Agreement does not apply to an Approved New Customer whose termination of a Monthly Subscription Plan is part of an upgrade or downgrade to a differently Monthly Subscription Plan. However, the amount of the Referral Fee shall be based on the actual Monthly Subscription Plan that the Approved New Customer has subscribed to and paid S&O for.
iv. User shall be responsible for the payment of all taxes due and owing on any Referral Fee(s) paid by S&O to User. S&O may issue a 1099 or other tax reporting document to User in accordance with the laws, rules and regulations promulgated by the Internal Revenue Service of the United States of America.
b. Referral Discount
i. Each Qualified New Customer shall receive a discount in an amount equal to ten percent (10%) of such Qualified New Customer’s Monthly Subscription Plan for the first three (3) months that the Qualified New Customer has a Monthly Subscription Plan with S&O (the “Referral Discount”).
ii. The Referral Discount will be in the form of a Coupon Code that the Qualified New Customer may enter into the Qualified New Customer’s account portal on the S&O Platform (“Qualified New Customer Account Portal”).
iii. A Qualified New Customer may enter only one Coupon Code into the Qualified New Customer Account Portal.
c. Competing Coupon Codes. In the event that a Qualified New Customer is issued two or more Coupon Codes in connection with the Referral Program, such Qualified New Customer is permitted to enter only one Coupon Code into the S&O Software Platform (the “Entered Coupon Code”) and the specific individual, organization or legal entity connected to Entered Coupon Code pursuant to S&O’s New Customer Registration Process shall be the individual, organization or legal entity to receive the Referral Fee.
d. S&O’s New Customer Registration Process. S&O’s New Customer Registration Process, including, without limitation, whether or not an individual, organization or legal entity is (i) a New Customer, Qualified New Customer or Approved New Customer, (ii) entitled to a Referral Fee and/or (iii) entitled to Referral Discount, is at the sole discretion of S&O and shall be final and binding on the Parties.
2. Legal Terms
a. Termination. Either Party may terminate this agreement at any point in time for any reason or no reason by providing the other Party with thirty (30) calendar days written notice of such termination. S&O may provide such written notice to User via email and/or a notice or other notification through the S&O Platform. User may provide such written notice to S&O via an email to email@example.com
b. Representations & Warranties.
i. Each Party represents, warrants and agrees that (1) it is validly existing and in good standing in its state of organization (if it is an entity), (2) he/she/it (and the person executing this Agreement on his/her/its behalf) has obtained all consents, approvals and/or authorizations necessary or required to execute this Agreement and perform its obligations pursuant to this Agreement, (3) good and valuable consideration was received and exchanged for this Agreement, (4) he/she/it has sought the advice of and discussed this Agreement with an attorney of his/her/its own choosing, and (5) this Agreement is a valid, binding and enforceable agreement.
ii. User further represents, warrants and agrees that (1) the determinations of S&O makes through S&O’s New User Registration Process are at the sole discretion of S&O and are final and binding on User as set forth in Section 1(d) of this Agreement, (2) in the event there are competing Coupon Codes issued to a Qualified New Customer that S&O has no control over which Coupon Code a Qualified New Customer enters into the Qualified New Customer Account Portal, (3) the terms and conditions of this Agreement, including, without limitation, the business terms set forth in Section 1 of this Agreement and the legal terms set forth in Section 2 of this Agreement may be changed from time-to-time at the sole discretion of S&O for any reason or no reason as set forth in Section 2(c) of this Agreement, (4) User has the right to disclose the names and contact information of potential New Customer(s) to S&O, that such disclosure in not a violation or breach of any agreement or understanding (whether written or oral) between such potential New Customer(s) and User and that S&O has the right to contact such New Customer(s) without violating any agreement or understanding (whether written or oral) between such potential New Customer(s) and User, and (5) under no circumstances shall User post negative content or comments about S&O in any publication, comment board, or social media platform for as long as this Agreement is in effect plus three (3) additional years from the date this Agreement is terminated.
iii. No representations and/or warranties are being made by S&O other than those set forth in this Agreement, including, without limitation, fitness for a particular purpose.
c. Amendment; Modification. The Agreement may be changed, modified, supplemented or amended (in whole or in part) at the sole discretion of S&O at any time for any reason or no reason (collectively, the “Changes”), provided that S&O provides written notice to User of such Changes prior to such Changes taking effect. Such written notice may be in the form of an email or a notice or other notification through the S&O Platform. Changes may take effect upon written notice to User.
d. No Waiver; Survival. The failure of either Party to execute a right or to require performance by the other Party of any part of this Agreement shall not affect the full right to exercise such right or to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provisions of the Agreement constitute a waiver of any later breach of the same or any other provision. Sections 2(b) through 2(k) of this Agreement together with the applicable definitions in Section 3 of this Agreement necessary to understand the meaning and/or intent of Sections 2(b) through 2(k) of this Agreement shall survive any termination of this Agreement.
e. Force Majeure. Neither Party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control, provided that the party suffering from any such conditions shall use reasonable efforts to mitigate against the effects of such conditions.
f. Assignment. This Agreement may not be assigned by User without the express written consent of S&O, which consent may be withheld, conditioned or delayed for any reason or no reason. S&O may assign this Agreement as part of a sale, merger, acquisition or organizational restructuring of S&O, provided that User is notified in writing of such assignment within sixty (60) calendar days of such assignment.
i. The only damages S&O is responsible for to User is for the non-payment of a Referral Fee due and owing to User in accordance with this Agreement as determined by S&O’s New Customer Registration Process.
ii. S&O shall not liable at all to User under any circumstances for the determinations made by S&O through S&O’s New Customer Registration Process, including, without limitation, whether or not a New Customer is a new Customer, a Qualified New Customer is a Qualified New Customer, an Approved New Customer is an Approved New Customer, a Coupon Code is to be issued and/or whether an Entered Coupon Code is valid and/or connected to User.
iii. S&O SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY CLAIMING THROUGH USER FOR LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
iv. S&O’s sole liability to User under this Agreement is for failure of S&O to pay User a Referral Fee on an Approved New Customer which was determined to be an Approved New Customer pursuant to S&O’s New Customer Registration Process.
v. Damages incurred by User under this Agreement shall not under any circumstances exceed the limits of Small Claims Courts in Suffolk County, New York.
h. Complete Agreement. This Agreement constitutes the complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, communications and contractual agreements relating to the subject matter of this Agreement, whether written or oral.
i. Governing Law. This Agreement shall continue to be governed by and construed in accordance with the internal laws of the State of New York without regard to the choice of laws provisions thereof.
j. Governing Jurisdiction. This Agreement shall be enforced solely by the Small Claims Courts sitting in Suffolk County, New York. Prior to commencing a Small Claims Court Action against S&O, User agrees to send a sixty (60) calendar day written notice of User’s intent to file a Small Claims Court Action against S&O to firstname.lastname@example.org.
k. Counterparts. This Agreement may be executed in separate counterparts (including by means of clicking a box, PDF signature pages or other electronic means) each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
a. “Approved New Customer” means a New Customer that (i) User referred to S&O, (ii) S&O approved as a Qualified New Customer, (iii) is issued a Coupon Code connected to User, (iv) executes an agreement with S&O for a Monthly Subscription Plan, (v) has paid S&O the monthly fee(s) due and owing by such New Customer to S&O for such Monthly Subscription Plan, (vi) does not voluntarily terminate or suspend their Monthly Subscription Plan, (vii) does not involuntarily terminate or suspend their Monthly Subscription Plan, (viii) is otherwise in good standing with S&O, and (ix) enters a Coupon Code into the S&O Platform connected to User (and prior to entering a Coupon Code connected to a third-party), each in accordance with S&O’s New Customer Registration Process.
b. “Coupon Code” means a unique combination of numbers, letters and/or symbols generated by S&O and issued to a Qualified New Customer either directly (via-email or within S&O’s Software Platform) and/or indirectly (via the Website or third-party).
c. “Entered Coupon Code” has the meaning set forth in Section 1(c) of this Agreement.
d. “Monthly Subscription Plan” means any of the standard software based plans and services posted on the Website from time-to-time that require a monthly subscription agreement and a monthly payment to S&O. The term “Monthly Subscription Plan” does not include (i) one-time-fees or services (e.g. account set-up fees, platform migration fees, etc), (ii) non-software based services (e.g. consulting services, ad-hoc services), (iii) software customization services and/or (iv) any third-party fees or payments received by S&O and/or processed through and/or in connection with S&O’s Software Platform (e.g. third party product fees, advertising dollars spent on Google Shopping, Bing Shopping, Amazon, Facebook, etc).
e. “New Customer” means an organization or legal entity that is not a current user of S&O’s Products and has not been a user of S&O’s Products within the three (3) year period preceding the referral as determined by S&O’s New Customer Registration Process. Affiliates and subsidiaries of a current or previous user of S&O’s Products are not New Customers for the purpose of this Agreement, unless such affiliate and/or subsidiary is or will be (i) registering an account in their own name, (ii) subscribing to a Monthly Subscription Plan in their own name, (iii) paying for their Monthly Subscription Plan from their own bank or credit card account, and (iv) are not part of (and are excluded from) participating in any multi-plan service or discount program offered by S&O from time-to-time.
f. “New Customer Referral Registration Process” means the process that S&O uses from time-to-time to determine (i) if a New Customer is in fact a New Customer, (ii) if a Qualified New Customer is in fact a Qualified New Customer, (iii) if an Approved New Customer is in fact an Approved New Customer, (iv) a Coupon Code is to be issued and/or is valid, (v) the specific individual, organization or legal entity the New Customer, Qualified New Customer or Approved New Customer is assigned for the purpose of issuing a Coupon Code and/or paying a Referral Fee.
g. “Parties” means S&O and User.
h. “Qualified New Customer” means a New Customer that User referred to S&O who was (i) confirmed by S&O to in fact be a “New Customer” and (ii) issued a Coupon Code, each pursuant S&O’s New Customer Referral Registration Process.
i. “Qualified New Customer Account Portal” has the meaning set forth in Section 1(b)(ii) of this Agreement.
j. “Referral Discount” has the meaning set forth in Section 1(b)(i) of this Agreement.
k. “Referral Fee” has the meaning set forth in Section 1(a) of this Agreement.
l. “Platform” means S&O’s software platform.
m. “Products” means any and all products and services offered by S&O, including, without limitation, Monthly Subscription Plans, ad-hoc services, custom services and consulting services.
n. “User Referral Account” means all Approved New Customers of record for User.
o. “Website” means www.salesandorders.com .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 email@example.com.