These Terms of Service (the "Terms") are a binding agreement between cloudIMPACT, LLC, a Pennsylvania limited liability company ("cloudIMPACT," "we," "us," or "our"), and the organization or individual that signs up for or uses SalesBell™ ("Customer" or "you"). SalesBell™ is a sales tracking and leaderboard service offered at salesbell.com.
Please read these Terms carefully. They include a limitation of liability, a class action waiver, and other terms that affect your legal rights.
1. Acceptance and Definitions
1.1 Acceptance. By creating an account, clicking "I agree," or using the Service, you agree to these Terms. If you accept on behalf of an organization, you confirm you have authority to bind it, and "you" means that organization. If you do not agree, do not use the Service.
1.2 Definitions.
- "Service" means the SalesBell™ web application, websites, APIs, and related features, including leaderboards, competitions, target awards, win alerts, the AI Sales Coach, and SalesBell updates (the emails we send to people who sign up for them).
- "Organization" means the separate workspace a Customer creates in the Service for its team.
- "Owner" means the person who creates or administers an Organization, and anyone the Owner grants administrative rights.
- "User" means any individual the Customer invites or permits to access its Organization, including Owners, managers, and sales representatives.
- "Customer Data" means data that you or your Users submit to the Service, such as user profiles, sales activity, deal values, targets, and messages.
- "Plan" means the subscription tier you select, including the Free Plan.
- "Order" means your online sign-up, plan selection, or any order form that references these Terms.
2. Accounts and Organizations
2.1 Eligibility. The Service is for business use only. Users must be at least 18 years old. You may not use the Service if you are barred from doing so under applicable law.
2.2 Registration. You must give accurate, complete information when you register and keep it current. Each Organization is a separate workspace, and Customer Data in one Organization is not visible to other Organizations.
2.3 Owners and Users. Owners control their Organization, including who may join, each User's role, which features are enabled, and the Organization's billing. You are responsible for all activity by your Users and for their compliance with these Terms.
2.4 Credentials. Each User must have their own login, and logins may not be shared. You must keep credentials confidential. Notify us promptly at security@salesbell.com if you suspect unauthorized access.
2.5 Employee notice. The Service displays sales performance, rankings, and achievements to other Users in an Organization. You are responsible for giving your Users any notices, and obtaining any consents, required by law or your own policies for that use.
3. Plans, Fees, and Billing
3.1 Free Plan. Organizations with three or fewer Users may use the Free Plan at no charge. The Free Plan may have limited features. We may change or end the Free Plan with 30 days' notice. Adding a fourth User requires a paid Plan.
3.2 Paid Plans. Paid Plans are billed in advance, monthly or annually, at the prices shown at sign-up or in your Order. Fees may be based on the number of Users, and adding Users mid-term may be charged on a prorated basis.
3.3 Payment. Payments are processed by Stripe, Inc., our payment processor. We accept credit and debit cards only. You authorize us to charge your saved card for all fees when due. Your use of Stripe is also subject to Stripe's terms.
3.4 Automatic renewal. Paid Plans renew automatically for the same term unless an Owner cancels before the renewal date. You can cancel at any time in your account settings. Cancellation takes effect at the end of the current billing period.
3.5 Taxes. Fees do not include taxes. We will charge sales, use, or similar taxes where required by law, based on your billing address. You are responsible for all taxes other than taxes on our income.
3.6 Failed payments. If a charge fails, we will notify the Owner and may retry the charge. If payment is not received within 14 days, we may downgrade the Organization to the Free Plan or suspend access.
3.7 Price changes. We may change prices with at least 30 days' notice. Changes apply at your next renewal. If you do not agree, you may cancel before the change takes effect.
3.8 Refunds. Except where required by law or stated otherwise in these Terms, fees are non-refundable, and we do not give credits for partial periods or unused Users.
4. Customer Data and Privacy
4.1 Ownership. You own your Customer Data. We claim no ownership rights in it.
4.2 Our use of Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, and display Customer Data only as needed to provide, secure, support, and improve the Service. We will not sell Customer Data.
4.3 Data separation and security. We keep each Organization's Customer Data logically separated from other Organizations. We use reasonable administrative, technical, and physical safeguards to protect it. No system is perfectly secure, and we cannot guarantee absolute security.
4.4 Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having the rights to submit it. Do not upload sensitive data the Service is not designed for, such as health records, government ID numbers, or payment card numbers.
4.5 Usage data. We may collect technical and usage information about how the Service is used. We may use it, and aggregated or de-identified data that does not identify you or any individual, to operate and improve the Service.
4.6 Privacy Policy. Our Privacy Policy explains how we handle personal information and is part of these Terms. Where required, the parties will sign a Data Processing Addendum on request.
4.7 Export and deletion. Owners may export Customer Data while the account is active. After the account ends, we will keep Customer Data for 30 days so you can request an export. We will then delete it, except copies kept in backups for a limited time or as required by law.
5. AI Sales Coach
5.1 Availability and opt-in. The AI Sales Coach is available only on Plans we designate. It is off by default. An Owner must opt in for each Organization, and may opt out at any time. Once enabled, all Users in that Organization may use it.
5.2 How it works. To generate coaching, the AI Sales Coach processes relevant Customer Data and User prompts. We may use third-party AI model providers to do so. We require those providers to protect the data and not use it to train their general models.
5.3 Outputs. AI-generated suggestions ("Outputs") may be inaccurate, incomplete, or unsuited to your situation. Outputs are for general coaching only. They are not legal, financial, HR, or employment advice. You are responsible for reviewing Outputs before relying on them.
5.4 No automated employment decisions. You agree not to use Outputs as the sole basis for decisions about hiring, firing, compensation, discipline, or promotion of any person.
5.5 Ownership of Outputs. As between you and us, you own the Outputs generated for your Organization, subject to these Terms. Similar Outputs may be generated for other customers.
5.6 Changes. AI features are evolving. We may modify, limit, or discontinue AI features, or change the Plans that include them, with reasonable notice.
6. Acceptable Use
6.1 Restrictions. You and your Users will not, and will not allow anyone else to:
- Use the Service in violation of any law, including privacy, anti-spam, employment, and anti-discrimination laws.
- Upload content that is unlawful, harassing, defamatory, obscene, or that infringes anyone's rights.
- Use leaderboards, alerts, or messages to harass, threaten, or publicly shame any person.
- Access another Organization's data, or try to bypass security, authentication, or usage limits.
- Upload malware, or interfere with or disrupt the Service or its infrastructure.
- Scrape, crawl, or load-test the Service, or access it by automated means other than our published APIs.
- Reverse engineer, decompile, or try to derive the source code of the Service, except where law expressly permits.
- Copy, resell, sublicense, or provide the Service to third parties, or use it to build a competing product.
- Use the AI Sales Coach to generate harmful content or to evade its safeguards.
6.2 Competitors. If you are, or work for or on behalf of, a company that offers a product or service that competes with the Service, you may not create an account, sign up for SalesBell updates or otherwise use the Service to benchmark it, copy its features, content or design, or build or market a competing product, without our prior written consent. We may decline, limit, suspend or close any account or subscription we reasonably believe is held by a competitor or for these purposes. We may also limit the emails such a subscriber receives to our general announcements.
6.3 We may remove content or suspend access that we reasonably believe violates this section.
7. Intellectual Property
7.1 Our rights. The Service, including its software, design, and documentation, is owned by cloudIMPACT, LLC and its licensors and is protected by intellectual property laws. Except for the rights expressly granted in these Terms, we reserve all rights.
7.2 Your license to use the Service. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right for your Users to access and use the Service for your internal business purposes during your subscription.
7.3 Trademarks. SalesBell™ and the SalesBell™ logo are trademarks of cloudIMPACT, LLC. You may not use them without our prior written permission.
7.4 Your marks. You allow us to display your name and logo inside your Organization. We will list you as a customer publicly only with your permission.
7.5 Feedback. If you send us ideas or suggestions, we may use them freely without obligation to you.
8. Third-Party Services, Availability, and Support
8.1 Third-party services. The Service relies on third parties, including hosting, payment processing, email, and AI model providers. If you connect the Service to other products, such as a CRM or messaging tool, your use of those products is governed by their terms. We are not responsible for third-party products we do not control.
8.2 Availability. We aim to keep the Service available at all times but do not guarantee uninterrupted access. We may perform scheduled maintenance and will try to give advance notice of planned downtime.
8.3 Support. We provide support by email at support@salesbell.com during normal business hours, Eastern Time. Paid Plans may receive priority support.
8.4 Changes to the Service. We may update, add, or remove features. We will not materially reduce the core functionality of a paid Plan during your current subscription term.
9. Term, Suspension, and Termination
9.1 Term. These Terms apply from the date you first accept them until all subscriptions end and you stop using the Service.
9.2 Termination by you. An Owner may cancel a paid Plan or close the Organization at any time in account settings. Paid access continues until the end of the current billing period.
9.3 Termination by us. We may end these Terms or your access if you materially breach them and do not cure the breach within 15 days of notice. We may end a Free Plan account with 30 days' notice, or one that has been inactive for 12 months.
9.4 Suspension. We may suspend access immediately if we reasonably believe it is needed to prevent harm to the Service, other customers, or third parties, to comply with law, or because fees are overdue. We will restore access once the issue is resolved.
9.5 Effect of termination. When these Terms end, your right to use the Service stops and unpaid fees become due. Section 4.7 governs export and deletion of Customer Data. Sections 3 (as to unpaid fees), 4.7, 7, 10, 11, 12, and any other terms that by their nature should survive, will survive.
10. Confidentiality
"Confidential Information" means non-public information one party shares with the other that is marked confidential or should reasonably be understood as confidential. Customer Data is your Confidential Information. Non-public features, pricing, and security details of the Service are ours.
The receiving party will use the other's Confidential Information only to perform under these Terms. It will protect that information with at least reasonable care, and share it only with employees and contractors who need to know and are bound by similar duties.
These duties do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information if required by law, after giving reasonable notice where legally allowed.
11. Warranties, Disclaimers, Liability, and Indemnification
11.1 Mutual warranties. Each party represents that it has the authority to enter into these Terms and will comply with laws that apply to its performance.
11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, INCLUDING THE AI SALES COACH AND ITS OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR WILL IMPROVE YOUR SALES RESULTS.
11.3 Exclusion of certain damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.4 Liability cap. TO THE FULLEST EXTENT ALLOWED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF YOU USE ONLY THE FREE PLAN.
11.5 Exceptions. Sections 11.3 and 11.4 do not limit your obligation to pay fees, either party's indemnification obligations, or liability for gross negligence, willful misconduct, or fraud.
11.6 Our indemnity. We will defend you against any third-party claim alleging that the Service, as we provide it, infringes that party's U.S. intellectual property rights, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, third-party products, or your modifications or misuse. If such a claim arises, we may modify the Service, obtain a license, or end your subscription and refund prepaid fees for the unused period.
11.7 Your indemnity. You will defend us against any third-party claim arising from Customer Data, your or your Users' breach of Section 6, or your use of Outputs in employment decisions, and pay resulting damages finally awarded or agreed in settlement.
11.8 Procedure. The party seeking defense must notify the other promptly, give it sole control of the defense and settlement, and provide reasonable help. No settlement may impose obligations on the protected party without its consent.
12. Disputes and General Terms
12.1 Governing law. These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law rules.
12.2 Disputes. Before filing a claim, each party will try in good faith to resolve the dispute informally for 30 days after written notice. If unresolved, the dispute will be brought exclusively in the state or federal courts located in Bucks County, Pennsylvania, and both parties consent to their jurisdiction. Either party may seek injunctive relief in any court to protect its intellectual property or Confidential Information.
12.3 Class action waiver. Claims must be brought individually, not as a plaintiff or class member in any class or representative proceeding.
12.4 Changes to these Terms. We may update these Terms. We will post the new version and change the effective date. For material changes, we will notify Owners by email or in the Service at least 30 days in advance. Continued use after the effective date means you accept the updated Terms.
12.5 Notices. We may send notices to the Owner's email address or through the Service. Send legal notices to cloudIMPACT, LLC at legal@cloudimpact.com.
12.6 Assignment. You may not assign these Terms without our written consent. Either party may assign them without consent in a merger, acquisition, or sale of substantially all of its assets.
12.7 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.
12.8 Export and sanctions. You will not use the Service in violation of U.S. export control or sanctions laws.
12.9 Entire agreement. These Terms, the Privacy Policy, and any Order are the entire agreement on this subject. If they conflict, an Order signed by both parties controls, then these Terms. Any terms in your purchase order are void.
12.10 Other terms. If any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries.
12.11 Contact. Questions about these Terms: legal@cloudimpact.com.