Terms of Use

Last updated: 8/19/2014

Thank you for using Handshake! Handshake Corp. (“Handshake,” “we,” “us,” or “our”) owns and operates the Handshake Sales Order Manager service made available to you through our website located at www.handshake.com and mobile applications (collectively, the “Service”). These Terms of Use state the terms and conditions under which you may use the Service. Please read these Terms of Use carefully.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on August 19, 2014. It is effective between You and Us as of the date of You accepting this Agreement.

Table of Contents 1. The Service 2. Company Account; Active Seats; Authorized Users 3. Fees 4. Device Sessions 5. Referral Credits 6. Intellectual Property 7. Unsolicited Information 8. Disclaimer and Limitation of Liability 9. External Sites 10. Indemnification 11. Term and Termination 12. Miscellaneous

1. The Service

The Service allows companies who sell wholesale to manage customer, product, order and other information using a set of mobile and web-based software applications.

Your initial subscription to the Service is provided as a free trial subscription that will last for the period of time specified when you create a Company Account (as defined below) (the “Trial Period”). Upon expiration of the Trial Period, you will have the option of continuing your subscription (the “Paid Subscription”), subject to payment of the applicable fees described below.

2. Company Account; Active Seats; Authorized Users

You will need to create an account for your company (the “Company Account”), through which you will select the total number of licensed seats for your account (your “Licensed Seats”). Each Licensed Seat entitles you to the allocation of Device Sessions set forth in the “Device Sessions” section below. You will also be required to identify specific employees and/or independent contractors of yours who you wish to allow to use the Service (each, an “Authorized User”). For each Authorized User, you will be required to provide us with a first name, last name and email address (the “Authorized User Information”). Authorized Users can be set as “Active” or “Inactive.” When an Authorized User is set as “Active,” that Authorized User count towards your Licensed Seats. The total number of Authorized Users set as “Active” shall not exceed the total number of Licensed Seats. You warrant and represent that you have the right to provide us with all Authorized User Information, and that all Authorized User Information is truthful and accurate. You are required to update Authorized User Information if any Authorized User is no longer employed or engaged by you, and you may choose to delete or deactivate that Authorized User from the Company Account. Authorized User Information and any other personal information that you provide to us through your use of the Service or your Company Account is subject to the terms of our Privacy Policy, which is hereby incorporated by reference in its entirety.

We will use the Authorized User Information to notify each Authorized User of a temporary username and password (“Access Credentials”) that he/she will be required to use to access the Service, which Access Credentials may be changed by the Authorized User. Each Authorized User is solely responsible for the confidentiality of his/her Access Credentials, as well as for any use of the Service made using such Access Credentials. We also reserve the right to delete or change any Access Credentials at any time and for any reason.

Access Credentials can only be used by the Authorized User to whom they are assigned, and Authorized Users shall not share their Access Credentials with any third party (including, without limitation, any employee or independent contractor of yours who is not an Authorized User).

You will ensure that all Authorized Users are made aware of and comply with these Terms of Use, and you will be responsible for any breach of these Terms of Use by any Authorized User.

During the Trial Period, you are permitted to access the specified subscription package. Your Company Account will also receive the applicable allocation of Authorized Users and of Device Sessions as described in the section entitled “Device Sessions” below.

3. Fees

3.1 Paid Subscription. Should you choose to continue using the Service beyond the Trial Period, you will be required to select a Paid Subscription package and may be required to also select a total number of Licensed Seats. Your Company Account will then receive access to the products associated with your subscription, and the applicable allocation of Device Sessions as described in the section entitled “Device Sessions” below. You must pay the fee applicable to the Paid Subscription package based on the products selected, and if applicable, the number of Licensed Seats selected by you, which fee will be made known to you and accepted by you when you select your total number of Licensed Seats. Complete details on the various Paid Subscription packages available to you and the applicable fees are made available to you and selected by you during registration of the Company Account. We may change the fees at any time upon notice to you. All payment obligations are non-cancelable and all fees paid are non-refundable.

All Paid Subscriptions are set up to automatically renew at the end of the subscription period for additional periods equal to the expiring subscription period or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal before the end of the relevant subscription period. The pricing for any automatic renewal period will be the same as that during the immediately prior subscription period, unless we have given you notice of a price increase.

If and when you elect to continue using the Service through a Paid Subscription, you will be required to provide us with valid credit card information, or with a valid purchase order or alternative document reasonably acceptable to us, for purposes of processing payment for the Paid Subscription. If you provide credit card information, you warrant and represent that you have the authority to provide us with such credit card information, and you authorize us to bill your card for the fees applicable to your Paid Subscription for the initial subscription period and any automatic renewal periods. Upon expiration of the initial subscription period selected by you, we will automatically bill you for the upcoming subscription renewal period, unless you have elected to cancel your Paid Subscription as set forth above. All charges will be made in advance of the applicable Paid Subscription period. If we agree that payment may be made by a method other than a credit card, we will invoice you in advance of the applicable Paid Subscription period, and all invoiced charges are due net thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information.

3.2 Upgrading an Existing Paid Subscription. You are able to purchase upgrades to your Paid Subscription at any time. When purchasing an upgrade, the charge is calculated as the difference between the charges for the upgraded subscription over the current subscription's period and the amount that has already been paid for that subscription. The new charges are pro-rated to account for the period of the subscription that has already passed. For example, if you had already paid $100 for a monthly Paid Subscription and 15 days into a 30-day month you added upgrades that increase the total monthly cost to $150, you would be billed an additional $25 for the current month ($50 monthly difference multiplied by 15/30 to prorate for the 15 days remaining in the current billing cycle) and then $150 each month after that when the Paid Subscription is renewed.

3.3 Downgrading an Existing Paid Subscription. If you wish to downgrade your Paid Subscription, you can modify your existing subscription through the subscription plan page or contact Handshake so that it will renew with the reduced rights when the current subscription period expires. If you choose to downgrade an existing Paid Subscription, you must do so before the end of the current subscription period. Any fees that are incurred due to failure to downgrade your subscription before automatic renewal takes place are non-refundable.

4. Device Sessions

A “Device Session” is the connection between a specific mobile device (e.g. iPad, iPhone or iPod Touch) and a Company Account. When an Authorized User logs into the Service from the mobile application, a new Device Session is created. Additional logins from that same device do not count as additional Device Sessions; there is only ever one Device Session on a single device. As the Authorized User interacts with the Service, his/her changes are sent to the server and changes made by other Authorized Users are received through the process of syncing that Device Session to the server. Each Licensed Seat entitles you to two (2) active Device Sessions, one from a tablet device (e.g. an iPad), and one from a smartphone device (e.g. an iPhone or iPod Touch). This allows a reasonable amount of multi-device access to the Service, while preventing abuse from companies who might pay for a single Licensed Seat and have a large team of salespeople all using a single Authorized User’s Access Credentials. The Device Session allocation is not tightly bound to each “Active” Authorized User; for example, if you had 8 Licensed Seats (entitling you to eight (8) iPad Device Sessions), you could have 1 iPad signed in under each of your “Active” Authorized User’s Access Credentials, or you could have 8 iPads all signed in under one of your “Active” Authorized User’s Access Credentials. Once you have used up all your Device Sessions, you will not be able to connect to your Company Account from new mobile devices until you either add more Licensed Seats to your account, or you delete some existing Device Sessions from your Company Account in the following sentence. If you wish to disconnect a previously active Device Session (e.g. because that device has been lost, replaced, or because the employee or independent contractor using that device has left your company), you can delete it by visiting our Device Sessions Page. In the event that a device signed into your Company Account becomes untrusted, it is your responsibility to prevent further access to the Service from that device by changing the applicable Authorized User’s Access Credentials. We disclaim any responsibility for any data loss or damages that occur as a result of a malicious third-party accessing your account due to your failure to prevent their access by changing their password once they were no longer entitled / trusted to access your account.

5. Referral Credits

You may be eligible to earn credits by referring friends and colleagues to use the Service. The credit(s) are earned when the person(s) you refer makes their first subscription payment to us. For more information on referral credits, please see our Referral Policy, located on the Handshake website.

6. Intellectual Property

6.1 Handshake Content. The Service contains material, such as software, text, graphics, images, and other material provided by or on behalf of Handshake (collectively referred to as the “Handshake Content”). The Handshake Content may be owned by us or our licensors, and is protected under both United States and foreign laws. The Handshake Content may include our trademarks, service marks, and logos, which are registered and/or unregistered trademarks or service marks of ours. As between you and us, we retain all right, title and interest in and to the Handshake Content. You are granted a non-exclusive, limited right to access and use the Service in accordance with the terms and conditions of these Terms of Use. Except for the limited right granted in the immediately preceding sentence, you are not granted any rights in or to the Service or any of the Handshake Content.

6.2 Your Content. You and your Authorized Users may create content through the Service, including, without limitation, customer information, product descriptions and orders (hereinafter, "Your Content"). You retain all right, title and interest in and to Your Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use Your Content as reasonably necessary for us to provide the Service. You warrant and represent that you have the right to provide us with Your Content and that none of Your Content infringes upon, misappropriates or violates any third party rights.

7. Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

8. Disclaimer and Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL HANDSHAKE CONTENT IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF HANDSHAKE, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “HANDSHAKE PARTIES”) WARRANT THAT THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE HANDSHAKE PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICE. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.

NONE OF THE HANDSHAKE PARTIES ENDORSE ANY THIRD PARTY PRODUCT THAT IS THE SUBJECT OF ANY ORDER PLACED THROUGH THE SERVICE. THE SERVICE MERELY ACTS AS A VENUE THAT ALLOWS COMPANIES TO PLACE AND RECEIVE ORDERS OF THIRD PARTY PRODUCTS. NONE OF THE HANDSHAKE PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN USERS OF THE SERVICE OR FOR ANY PRODUCTS THAT ARE THE SUBJECT OF ANY ORDER MADE USING THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. NONE OF THE HANDSHAKE PARTIES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

IN NO EVENT SHALL ANY HANDSHAKE PARTY BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF SUCH HANDSHAKE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE HANDSHAKE PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO US IN THE SIX (6) MONTHES IMMEDIATLEY PRECEDING THE CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE HANDSHAKE PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

9. External Sites

The Service may contain links to third-party websites (“External Sites”), but we do not endorse and we are not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

10. Indemnification

You agree to defend, indemnify, and hold the Handshake Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from:: (i) your or any Authorizes User’s breach of these Terms of Use; (ii) your or any Authorizes User’s access to, use, or misuse of the Service; (iii) any of Your Content provided by you or any Authorized User; (iv) your or any Authorizes User’s violation of any third-party right, including without limitation any intellectual property, or privacy right; and (v) any claims brought against any Handshake Party by another user of the Service as a result of any of your or any Authorizes User’s acts or omissions.

11. Term and Termination

11.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

11.2 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.3 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12. Miscellaneous

The Service is based in the United States. We make no claims concerning whether the Service may be appropriate for use outside of the United States. If you access the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section and the sections entitled Intellectual Property, Unsolicited Information, Disclaimer and Limitation of Liability and Indemnification shall survive the termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in New York, New York. These Terms of Use contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.

If this document is signed electronically, You consent and agree that your clicking of the “I ACCEPT” button or otherwise affixing your electronically executing an order form that references this agreement, constitutes your signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to the enforceability of your signature. At our request, any electronically signed document must be re-executed in original form by you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms of Use or any amendment or other document executed in compliance with these Terms of Use.