Effective date: June 30, 2005.

Subscription Agreement for eSalesTrack, a Soleran service

By clicking the submit button in the order process, you agree to the following eSalesTrack terms and conditions. If you are entering into this agreement on behalf of a company, then you represent that you have the authority to make purchase decisions for the company and all references to you shall refer to your company.

As a subscriber to eSalesTrack, Soleran LLC will provide hosting, data encryption, access and storage. If you are registering for the 30-day free trial, then neither you nor Soleran will have obligations to one another beyond the original 30-day trial unless you convert to a paid subscription within one month following the end of the free trial.

Privacy and Security

Soleran believes that you should have full access to, and control over, your sensitive data, and that your data must be kept secure at all times. For more information, see the eSalesTrack Privacy Statement and Security Statement that are publicly available from this site. Soleran reserves the right to update the eSalesTrack privacy and disclosure agreements without prior notice. You will be given the opportunity to register for eSalesTrack marketing updates and information, but you may opt-out of such e-mailings at any time. You hereby grant to Soleran the right to disclose that you are an eSalesTrack member.

License and Restrictions

Soleran grants you global rights to use of the eSalesTrack service for the number of users for which you are subscribed. An authorized eSalesTrack Administrator may authorize additional licenses.

This license is non-exclusive and non-transferable. The rights are for your own internal uses. The user license is good for one user only, and may not be shared by multiple users. However, an account may be adopted by a new staff member upon the departure of a previous member.

Unless you are a member of the eSalesTrack Dealer or Developer Network, you shall not sub-license, sell, or resell the eSalesTrack service. You also may not re-engineer the service, copy images or features, or frame or display the service by proxy.

You are prohibited from using the eSalesTrack service to violate applicable laws. You cannot impersonate another user; send Spam or other unsolicited commercial messages; store or send obscene, threatening, libelous, or other material that is unlawful or in violation of privacy rights; send or store harmful computer code such as viruses or Trojan horses or files that contain them; interfere with the performance of eSalesTrack or attempt to gain unauthorized access to eSalesTrack or related networks.

Any rights not specifically granted in this agreement are reserved by eSalesTrack.

Upgrades and Updates in Service

As part of your service agreement, Soleran reserves the right to periodically update your subscription service. You may experience brief interruptions in service while updates are being implemented throughout the system. Soleran reserves the right to increase your subscription service dues and fees in line with regular subscription service upgrades and price increases throughout the system. This increase would be made applicable for the following period that has not previously been pre-paid (monthly, quarterly, or annually).

Responsibilities

You agree to provide accurate billing and account data with your subscription. You are responsible to abide by local and international laws in the use of the eSalesTrack service. Should you be aware of data or password(s) that have been compromised, you are forbidden from distributing that information and are responsible to notify Soleran immediately at security@eSalesTrack.com.

You are responsible for all activity occurring under your subscribed User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify eSalesTrack immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to eSalesTrack immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another eSalesTrack user or provide false identity information to gain access to or use the Service.

Account Information and Data Ownership

eSalesTrack does not own your data. However, if you breach this contract then eSalesTrack has the right to remove your information from the service without notification. Should your account lapse, eSalesTrack will make your data available for up to 30 days of the account lapse. You are solely responsible for the accuracy of your data.

Intellectual Property of the Service

The eSalesTrack service, images, and application are the sole property of eSalesTrack and its licensors, if applicable. Contributions made through the Soleran Dealer Network are the property of Soleran.

Third Party Activities

Soleran may allow third parties to offer related products or services that are of value to our subscribers. Any interactions between yourself and a third party is solely between you and the third party and not Soleran or the eSalesTrack service.

Payments

You agree to make payments of all charges in advance of the term to be paid for, whether monthly, quarterly, or annually. Payments will automatically be processed for the next term at the end of the previous term. Licenses in the middle of a billing cycle will be prorated.

Soleran reserves the right to raise its rates as needed. You will receive 30 or more days advance notice of any such increases by e-mail or within your account. Your account terms are confidential and you agree not to disclose them to third parties. Renewals will be the current charge for the billing term, multiplied by the number of eSalesTrack user accounts.

If there is a problem with your bill, contact billing@eSalesTrack.com within 30 days of the bill in question. Non-payment will result in suspension, and a finance charge of 1 percent per month will be accrued until payment in full has been received. If your account is cancelled by Soleran for activities in violation of this agreement, you will be required to pay the remaining balance due, be subject to credit reporting, or both. You agree that Soleran may charge your credit card for any unpaid balances or bill you by other means.

Soleran does not charge an additional "reconnection fee" beyond its standard startup fees.

Storage Fees

Soleran does not charge excess storage or usage fees at the time of this writing. However, we reduce the right to implement excess storage fees in the future should it become necessary.

Mutual Indemnification

You agree to hold Soleran or the eSalesTrack staff, licensors, affiliates, partners, employees, agents, and officers harmless against all claims, damages, losses, and fees, including legal or attorneys fees arising from any claim of damages or infringement arising from the use of eSalesTrack or other Soleran sites.

Soleran agrees to indemnify you and your organization, staff, licensors, affiliates, partners, employees, agents, and officers harmless against all claims, damages, losses, and fees, including legal or attorneys fees arising from any claim of damages or infringement arising from the use of eSalesTrack or other Soleran sites, so long as that use does not violate the terms of this agreement.

In no case shall either party's total liability exceed the amount paid for the service.

Disclaimer of Warranties

Although the staff of Soleran is dedicated to providing high-quality CRM services, Soleran, eSalesTrack, and its licensors make no guarantee of the suitability of the eSalesTrack for any particular usage. This includes the following:

While history has shown 99.9 percent up-time, past up-time is no guarantee of future performance.
While the staff of eSalesTrack has done its utmost to guarantee the accuracy of all statements on the eSalesTrack site, Soleran does not warrant or make any guaranty of the accuracy, reliability, timeliness, or completeness of the service or its content.
The eSalesTrack service is provided on an "as is" basis, and any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights are herby disclaimed to the full extent permitted by applicable law by Soleran and its licensors.

In some jurisdictions, the exclusion of implied warranties is prohibited, and these disclaimers may not apply to you.

Export Control

Some features of the eSalesTrack service may be subject to export control. When using the service beyond the borders of the United States of America, Switzerland, or the European Union, it is your responsibility to conform to all applicable laws.

By using the eSalesTrack service you represent the following:

You are not located in an embargoed country nor on the US Department of Treasury's List of "Specially Designated Nationals."
You will comply with the export laws of the US, Switzerland, and the European Union.
None of the content or information acquired through the use of eSalesTrack is used in activities associated with missiles or weapons that are nuclear, biological, or chemical.
You are in conformity of U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000, which regulates the use of encryption technology.

Jurisdiction

The laws of the state of Kansas, in the United States of America, shall govern this agreement. Any disputes arising out of this agreement shall be subject to the jurisdiction of the state and federal courts located in or near Overland Park, Kansas.

Additional Information

If you have further questions about the eSalesTrack terms of service, please send an e-mail to termsofservice@eSalesTrack.com.