Terms of Service

These Terms of Service, together with the Order, statement of work (each, an “SOW”), and exhibits incorporated herein (collectively, this “Agreement”), govern the use and provision of any Solutions (as defined below). Capitalized terms used but not defined herein have the meaning given to them in an Order or SOW.

1.Definitions

1.1.“Affiliates” means any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person.
1.2.“Aggregated Data” means technical data and other data created, received, or processed by or from the Platform in connection with the Solutions; provided that such data is anonymized or otherwise not directly attributable to or identified with Customer.
1.3.“Authorized User” means each of Customer’s employees, agents, and independent contractors who are provided access to the Solutions in accordance with this Agreement.
1.4.“Confidential Information” means all written or oral information, disclosed by one party (the “disclosing party”) to the other (the “receiving party”), related to the business, products, solutions, services, or operations of the disclosing party, or a third party, that has been identified as confidential or that by the nature of the information ought reasonably to be treated as confidential, including the terms of this Agreement.
1.5.“Customer Content” means all Customer data or information made available by Customer to Salsify in connection with Customer’s use of the Solutions.
1.6.“Deliverable” means any report, document, or other deliverable made available through the Platform or identified in any SOW.
1.7.“Deliverable Tools” means the generic and reusable templates, tools, processes, methodologies, and materials developed by Salsify that have been and/or will be used by Salsify to provide any Deliverable to Customer and/or any other Salsify customer.
1.8.“Documentation” means text and/or graphical documentation, whether in electronic or printed format, made available by Salsify that describes the features and operation of the Solutions.
1.9.“Effective Date” means the first date of the Term specified in Customer’s Order or, if such Order was submitted online, the date Customer submits the online Order.
1.10.“Feedback” means suggestions and/or other feedback provided by Customer regarding any Solution.
1.11.“No-Cost Offering” means a no-cost subscription to all or a portion of the Solutions for the period of time indicated in an Order.
1.12.“Order” means the order document signed by an authorized representative of each party, or submitted online by Customer when such option is available, identifying the Solutions to be made available, the fees to be paid, and any other relevant terms and conditions.
1.13.“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
1.14.“Personal Information” means any information about a natural person who is identifiable by referencing an identifier such as name, identification number, or location data, which information is processed by or on behalf of Salsify as a processor in connection with the Solutions.
1.15.“Platform” means Salsify’s proprietary, cloud-hosted experience platform that facilitates commercial collaboration and content exchange to deliver superior product experiences.
1.16.“Privacy Laws” means any applicable laws, statutes, and regulations governing the collection, use, disclosure, or storage of Personal Information.
1.17.“Prohibited Jurisdiction” means any country or jurisdiction that is subject to U.S. economic sanctions.
1.18.“Services” means professional services provided by Salsify, or on Salsify’s behalf, to Customer as identified in any Order or SOW.
1.19.
“Solutions” means the solutions identified in any Order, together with the Services.
1.20.
“Term” means the period of time commencing on the Effective Date and continuing as set forth on Customer’s Order, or until earlier terminated in accordance with this Agreement.
1.21.
“Usage Data” means information stored in log files, including internet protocol addresses, type of browser, Internet Service Provider, date/time stamp, referring/exit pages, and clicked pages.

2.Solutions

2.1.Access and Use. Salsify hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable (subject to Section ‎10.2) and non-sublicensable right during the Term for its Authorized Users to access and use the Solutions solely for Customer's own internal business purposes in accordance with this Agreement; provided, however, that if and as expressly permitted in an Order, Customer may make the Solutions available to its Affiliates, provided that Customer ensures that such Affiliates comply with this Agreement. Customer is responsible for any breach of this Agreement by any Affiliate.
2.2.Restrictions. Customer and any Authorized User shall not: (a) permit any third party to access the Platform or use the Solutions, except as expressly permitted herein, (b) reverse engineer or create derivative works based on the Platform or the Solutions, (c) copy, frame, or mirror any part or content of the Platform or the Solutions, (d) access the Platform in order to build a competitive product or service, or (e) upload, post, store, distribute, transmit, sell, promote, or provide any Customer Content, information, data, or other material in an illegal manner or in a manner that violates or infringes the intellectual property rights or rights to the publicity or privacy of any third party
2.3.Reservation of Rights; Acknowledgement of Ownership. Except for the limited rights granted to Customer herein, Salsify reserves all right, title, and interest in and to the Platform, the Solutions, and the Documentation, including all modifications, derivatives, enhancements, and improvements thereto. Customer shall own all right, title, and interest in and to the Deliverables, excluding the Deliverable Tools. Salsify retains all right, title, and interest in and to the Deliverable Tools and grants Customer a non-exclusive, non-transferable, royalty-free license to use any Deliverable Tool embedded in a Deliverable solely for use in connection with the Customer’s internal business use.
2.4.Third-Party Sites and Services. Customer may use Solutions in connection with a third-party site or service. Salsify has no control over such sites and services, and the parties acknowledge and agree that: (a) the manner in which third-party sites use, store, and disclose Customer Content is governed solely by the agreements between Customer and such third parties and the policies of such third parties; and (b) Salsify is not responsible for the accuracy, availability, or reliability of any information, content, or other data made available in connection with third-party sites or services. Customer agrees to comply with all terms and conditions of use for any third-party sites or services that are applicable to Customer's use thereof.
2.5.No-Cost Offering. To the extent that Salsify makes available to Customer one or more of its No-Cost Offerings, then Customer hereby acknowledges and agrees that: (a) the No-Cost Offering may not contain all of the features and functions made generally available by Salsify in connection with a purchased subscription for the Solutions, and (b) the No-Cost Offering is made available to Customer by Salsify on an “AS IS” basis without any representations or warranties whatsoever. Sections ‎7.1, ‎7.3, and ‎8 of this Agreement does not apply to No-Cost Offerings.
2.6.Continuous Development. Salsify continually develops new features and functionality of the Solutions. If Salsify adds additional functionality to a particular Solution, Salsify may: (a) provide or make available to Customer such features at no additional charge, or (b) condition the implementation of such modifications on Customer’s payment of additional fees; provided that Customer may continue to use the version of the Solution that Salsify makes generally available (without such features) without paying additional fees.
2.7.Feedback. Customer hereby grants to Salsify a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into the Solutions. Salsify acknowledges that any Feedback is provided “as is” without any representations or warranties.

3.Customer Content and Obligations

3.1.Ownership and Reservation of Rights. Except for the limited license granted to Salsify in Section ‎3.2, Customer reserves all right, title, and interest in and to the Customer Content.
3.2.License in Customer Content. Customer grants to Salsify a non-exclusive, royalty-free, worldwide license during the Term, to use, store, and transmit the Customer Content solely as necessary in connection with the provision of the Solutions.

4.Aggregated Data, Security and Privacy

4.1.Aggregated Data and Usage. Customer acknowledges and agrees that: (a) Salsify may generate and obtain Aggregated Data and Usage Data in connection with the use of the Solutions, and (b) Salsify may use the Aggregated Data and Usage Data to develop, analyze, improve, support, and operate the Solutions.
4.2.Security and Privacy. Salsify maintains commercially reasonable technical and organizational measures designed: (a) to secure its systems from unauthorized disclosure, access or alteration, and (b) to protect against unlawful destruction or accidental loss, as further described at https://www.salsify.com/security-and-reliability.

5.Fees; Payment

5.1.Fees; Payment Terms. Customer will pay Salsify the fees set forth in any Order in accordance with this Agreement.
5.2.Payment Terms. All fees will be billed annually in advance and, except as expressly set forth herein, are nonrefundable. All invoices issued by Salsify will be due and payable thirty (30) days after invoice date.
5.3.Net of Taxes. The fees in any Order or SOW do not include and may not be reduced to account for any taxes, including sales, value-added, use, excise, or withholding taxes imposed by any governmental entity in connection with the Solutions (excluding taxes based solely on Salsify’s income). Sales tax, if applicable, will be added to Customer’s invoice at time of billing.

6.Confidential Information

6.1.Use and Disclosure. Each receiving party agrees that it will not disclose the Confidential Information of the disclosing party to anyone except its employees, contractors, and third-party service providers and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement. Confidential Information shall not include information that is: (a) generally known to the public without breach of this Agreement, (b) obtained by the receiving party from another source not known to have an obligation of confidentiality to the disclosing party, (c) at the time of disclosure to the receiving party, already in the possession of the receiving party free of any confidentiality obligation, (d) independently developed by the receiving party without reference to any Confidential Information of the disclosing party, or (e) required by applicable law or regulation to be disclosed, provided that the receiving party shall give the disclosing party prompt notice of any such requested disclosure and shall comply with any valid protective order that is obtained by such other party.

7.Warranties; Disclaimers; Limitations on Liability

7.1.Salsify Representations. Salsify represents and warrants to Customer that during the Term: (a) Salsify will comply with all applicable laws and regulations, including Privacy Laws, in the performance of its obligations under this Agreement, (b) the Solutions will be provided or made available in accordance with any Order, including any service levels and support identified therein; and (c) the Services will be performed in a professional and workmanlike manner. In addition, Salsify will employ industry-standard safeguards designed to prevent the introduction into the Solutions of viruses, worms, Trojan horses, and other malicious code.
7.2.Customer Representations. Customer represents and warrants that Customer either owns fully and outright or otherwise possesses and has obtained and provided all rights, approvals, licenses, consents, and permissions as are necessary to perform its obligations hereunder, to exercise its rights hereunder, and to grant the licenses granted by it under this Agreement.
7.3.General Representations. Each party represents and warrants that: (a) that the execution and performance of this Agreement, including use of the Solutions, will not conflict with or violate any provision of any law having applicability to such party; and (b) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
7.4.General Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS ‎7.1 AND ‎7.3, THE SOLUTIONS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND AND SALSIFY, AND ITS AFFILIATES AND LICENSORS, DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CUSTOMER ACKNOWLEDGES THAT SALSIFY DOES NOT WARRANT THAT THE SOLUTIONS WILL BE PROVIDED OR MADE AVAILABLE IN AN UNINTERRUPTED OR ERROR FREE FASHION AT ALL TIMES, OR THAT THE SOLUTIONS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, OR THAT THE SOLUTIONS WILL BE ACCURATE, COMPLETE, SUFFICIENT, OR ADEQUATE TO MEET CUSTOMER'S AND ITS AUTHORIZED USERS' REQUIREMENTS OR NEEDS.
7.5.Disclaimer of Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL SALSIFY BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.
7.6.Limitation on Liability. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY HEREUNDER WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO SALSIFY UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH SUCH LIABILITY AROSE (THE “CAP”); PROVIDED THAT EACH PARTY’S AGGREGATE LIABILITY HEREUNDER WILL NOT EXCEED FIVE (5) TIMES THE CAP IN CONNECTION WITH: (a) SALSIFY’S BREACH OF ITS DATA SECURITY OR PRIVACY OBLIGATIONS IN SECTION ‎4.2 (SECURITY) THAT RESULTS IN UNAUTHORIZED ACCESS TO CUSTOMER CONTENT OR CUSTOMER’S CONFIDENTIAL INFORMATION, OR (b) A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS.

8.Indemnification

8.1.Salsify Indemnity. Salsify will: (a) at its cost and expense, defend and/or settle any claim brought against Customer, its directors, officers, employees and representatives by a third party alleging that a Solution infringes such party’s patent, copyright, trademark, or trade secret, and (b) pay and indemnify any and all losses, damages, liability, costs, and expenses agreed upon in settlement or awarded by a court (including reasonable attorneys’ fees) (collectively “Losses”) arising out of such claim.
8.2.Exclusions. Section ‎8.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a use or modification of the Solutions by Customer or any Authorized User in a manner outside the scope of any right granted pursuant to this Agreement, (b) a combination, operation, or use of the Solutions with other software, hardware, or technology not provided by Salsify if the claim would not have arisen but for the combination, operation, or use, or (c) the Customer Content (clauses ‎8.2(a), (b), and (c) collectively referred to as a “Customer Indemnity Responsibility”).
8.3.Customer Indemnity. Customer will indemnify, defend, and hold harmless Salsify, its directors, officers, employees, and representatives, from and against any and all Losses arising out of any third-party claim relating to any Customer Indemnity Responsibility.
8.4.Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, except where such failure to notify does not materially prejudice the indemnifying party, (b) reasonably cooperating in the defense, and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party; provided that that the indemnifying party may not settle any claim in a manner that admits liability or otherwise prejudices the indemnified party, without the indemnified party’s prior written consent.
8.5.Infringement. If the Solutions are, or in Salsify’s opinion are likely to become, the subject of any infringement-related claim, then Salsify will, at its expense: (i) procure for Customer the right to continue using the Solutions; (ii) replace or modify the infringing technology or material so that the Solutions become non-infringing and remain materially functionally equivalent; or (iii) terminate the relevant Order and provide Customer a refund for any pre-paid, but unused fees.

9.Term and Termination

9.1.Term. Each Order shall remain in effect for the Term, following which the Order shall renew automatically for successive 1-year periods on the first day following the end of the initial Term and each renewal Term, unless either party has provided notice to the other party of non-renewal at least 60 days in advance of the end of the applicable Term.
9.2.Termination. Either party may terminate this Agreement upon written notice to the other party in the event the other party commits any material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice.
9.3.Suspension of the Solutions. At any time during the Term, Salsify may, immediately upon notice to Customer, suspend access to the Solutions for: (a) a threat to the technical security or integrity of the Solutions; (b) any amount due under this Agreement is not received by Salsify within thirty (30) days after it was due, or (c) Customer’s or any Authorized User’s breach of Section ‎2.2 of these Terms of Service.
9.4.Termination upon Bankruptcy or Insolvency. Either party may terminate this Agreement immediately upon written notice to the other party, in the event the other party: (a) becomes insolvent or unable to pay its debts when due; (b) files a petition in bankruptcy, reorganization, or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (c) discontinues its business; or (d) has a receiver appointed or if there is an assignment for the benefit of its creditors.
9.5.Return/Deletion of Customer Content. Upon termination or expiration of this Agreement, Salsify will maintain Customer Content for a period of thirty (30) days and during such period, Customer may access and download Customer Content via standard export mechanisms, including through the Platform interface; upon request, Salsify will deliver such Customer Content to Customer. After such period, Salsify will delete such Customer Content.
9.6.Effect of Termination. Upon termination or expiration of this Agreement for any reason, (a) any amounts owed to Salsify before such effective date of termination or expiration will be immediately due and payable, and (b) all licenses and access rights granted will immediately cease to exist. Sections ‎1, ‎4, and ‎6 through ‎10 will survive the termination or expiration of this Agreement for any reason.

10.General

10.1.Export Compliance. Customer shall not, and shall cause Authorized Users not to, access or use the Solutions if Customer or any Authorized User is located in a Prohibited Jurisdiction, and neither Customer nor any Authorized User shall provide access to the Solutions to any government, entity, or individual located in any Prohibited Jurisdiction or to any individual identified on either the Bureau of Industry and Security's Denied Persons List or the Office of Foreign Assets Control's Specially Designated Nationals List.
10.2.Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, and any such assignment absent such consent shall be deemed null and void.
10.3.Publicity. Salsify shall have the right to identify Customer as a customer of Salsify, and to use and to display Customer's name and logo, in Salsify’s general marketing and reporting materials (such use to be in accordance with Customer’s brand guidelines, if Customer provides such guidelines to Salsify in writing). Customer shall have the right to identify Salsify as the provider of the Solutions, and to use Salsify’s name and logo in connection with Customer’s use of the Solutions, in accordance with Salsify’s brand guidelines available at: https://www.salsify.com/salsify-brand-identity-guide.
10.4.Notices. All notices, consents, and approvals under this Agreement must be delivered via email or in writing by courier, by fax, or by certified or registered mail, to the other party at the address set forth on the Order (and for notices to Salsify, with a copy to legal@salsify.com) and will be effective upon receipt. Either party may change its address by giving notice of the new address to the other party.
10.5.Governing Law; Venue. This Agreement will be governed by the laws of the State of Delaware, without reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. Any dispute, controversy, or claim arising out of or relating to this Agreement, will be made exclusively in a federal or state court located in Wilmington, Delaware and both parties submit to the jurisdiction and venue of such courts.
10.6.Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.7.Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
10.8.No Third-Party Beneficiaries. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
10.9.Construction.The parties intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
10.10.Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, act of terror, or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
10.11.Open Experience Alliance.During the Term, Customer shall be included, at no additional fee, in Salsify’s program “Open Experience Alliance,” a supplier consortium that collectively advocates for an open ecosystem that enables brands to submit content to retailers using the technology of their choice. As a member of the program, Salsify may include Customer’s name and logo in private “Open Experience Alliance” retailer communication that advocates on Customer’s behalf for content submission processes that directly benefit Customer. Any such usage of Customer’s logo in connection with any “Open Experience Alliance” communication shall be preceded by at least 48 hours’ notice to Customer prior to submission, with an email demonstrating how Customer’s logo will be used. Customer may elect to cease its participation in the Open Experience Alliance at any time upon written notice to Salsify. More information about the Open Experience Alliance can be found at https://www.salsify.com/oxa.
10.12.Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Any instruments, including purchase orders, work orders, acknowledgments, and vendor registration forms not signed by both parties (“Instruments”) shall not add to, supersede, or modify, the terms of this Agreement and if any term of any Instrument purports to add to, supersede, or modify any term of this Agreement, such term of the Instrument shall be void and without effect. This Agreement may be amended only by a written document signed by both parties. In the event of any inconsistency between the following documents, the order of precedence shall be: (a) the applicable Order; and (b) these Terms of Service.