Table of Contents

Terms of Service

Jessica Powell Updated by Jessica Powell

Terms of Service

Last Updated July 28, 2020

THESE CONVICTIONAL TERMS OF SERVICE (THE "AGREEMENT") CONTAIN THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE CONVICTIONAL SERVICES (“SERVICES”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND, FOR CANADIAN USERS, CONVICTONAL COMMERCE INC., OR FOR USERS ANYWHERE ELSE IN WORLD, CONVICTIONAL, INC. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AS WELL AS OUR PRIVACY POLICY LOCATED AT https://support.convictional.com/privacy.

As used in this Agreement, "we," "us," and "Convictional" means Convictional, and "you" means the User, or the business employing the User and any of its affiliates. Capitalized terms have the meanings given to them in this Agreement. 

1. Use of the Services.

Convictional has been designed and developed for use by manufacturers, distributors, sales reps (each, a “Seller”) to sell consumer products and other goods to buyers (“Buyers” and together with the Sellers, the “Users”). In addition, use of certain services accessible through the Services may be subject to your acceptance of separate agreements with Convictional or third parties. 

2. Restrictions.

You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (b) circumvent any user limits or other license timing or use restrictions that are built into the Services; (c) sell, rent, lend, transfer, distribute, license, or grant any rights in the Services in any form to any person without the written consent of Convictional; (e) remove any proprietary notices, labels, or marks from the Services; (d) unbundle any component of the Services and/or; (e) build a product or Services that is competitive; or (f) copy any ideas, features, functions or graphics of the Services.You are also prohibited from posting, uploading, transmitting any material that: (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; (b) You do not have a right to make available under any law or under a contractual relationship; (c) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights); (d) is or contains unsolicited or unauthorized advertising, solicitations for business promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; (f)  or contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way.

Further, use of the Services to offer or procure illegal goods is strictly prohibited. Convictional reserves the right, in its sole discretion, to refuse to provide the Services in respect of any product that is restricted under applicable laws or that possession of which may reasonably pose a hazard to human health or safety.

3. Registration.

You must be the age of majority in your jurisdiction to use the Services. If you are using the Services on behalf of a company, you must have the authority to bind the company. By using the Services on behalf of any entity, you hereby represent and warrant that the individual accepting this Agreement is duly authorized to accept the terms of the Agreement on such company’s behalf and such company has the full power to enter into this Agreement and perform its obligations hereunder.

In order to use the Services, you must register for an account (“Account”). You agree to (a) provide accurate, current and complete information as may be prompted by any registration forms (“Registration Data”); (b) maintain the security of your password; and (c) maintain and promptly update the Registration Data as necessary to ensure it is up to date. When registering with Convictional, we may require you to provide us information such as your name, e-mail address, and company information. This information will be collected, used and disclosed in accordance with our Privacy Policy.

4. Term and Termination.

We may terminate or suspend this Agreement for any reason, or for no reason, at any time by notice to you. You may terminate this Agreement for any reason at any time by the means then specified by Convictional. Upon termination, all rights and obligations of the parties under this Agreement will terminate within 30 days.

5. Payment.

Purchases made through the Services for products are made directly between the Buyer and the Seller. These purchases may be subject to the Seller’s terms of service and privacy policy and you are responsible for determining those terms and conditions and complying with them. Convictional is not responsible for purchases made by Buyers directly from Sellers.

Users may be required to provide us with valid credit card information (collectively known as “Billing Information”), which will be provided to our third-party payment processor, Stripe, (“Payment Processor”) to process transactions and all such payments will be governed by the Payment Processor’s terms and conditions available at https://stripe.com/ca/legal or as otherwise published by the Payment Processor. Users shall promptly advise Convictional if their Billing Information changes due to loss, theft, cancellation, expiry or otherwise.

 

6. Convictional Fees.

Convictional charges Sellers Transaction Fees for any transactions made through the Services (collectively “Transaction Fees”). By completing transactions through the Services, the Seller agrees to pay all Transaction Fees quoted to Seller at the time of the transaction. 

Convictional charges Buyers subscription fees on a monthly or annual basis (“Subscription Fees”). By purchasing a subscription to the Services, Buyer agrees to pay all Subscription Fees quoted to Buyer at the time of enrollment, or on a recurring basis monthly according to your Payment Plan.

Convictional reserves the right to increase the Transaction Fees or Subscription Fees by providing at least 30 days’ notice to Users.

7. Returns.

Returns are handled directly through the Seller of the product according to the Seller’s return policy. Users are responsible for determining whether the Seller accepts returns, any conditions for returns, and complying with the Seller’s return policy.

In order to return a product, Buyer shall follow Seller’s return policy. Subject to the Seller’s return policy, Buyers must follow these steps:

  1. Buyer must contact the Seller directly in order to start the return process.  If a return authorization is needed, or a restocking fee is required, this will be discussed directly with the Buyer at this time.  If appropriate the return will be initiated.
  2. The Buyer will return the product pursuant to instructions provided from step 1.
  3. Once the Seller has physically received the product, an exchange item will be sent or credit will be issued. If a credit is being issued, see step 4.
  4. Once the credit is communicated by the Seller to Convictional, a refund will be issued to the Buyer. 

8. Internet Resale Restriction Policy.

Users who make purchases through the Services are subject to certain restrictions on the resale of purchased products, as may be determined by Seller in a resale restriction policy. We reserve the right to terminate any User accounts found in violation of a Seller’s policy.

9. Contact Authorization.

When you use the Services or send emails to us, you are communicating with us electronically. You consent to be contacted by any means including phone calls, email, or by other contact methods and contact information that we may obtain from third parties through our own efforts. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. If we contact you using a mobile number, all standard call rates apply.

We may contact you for the following reasons:

  1. Obtain information, clarifications, updates, or with regards to your use of Convictional
  2. Marketing or promotional information (in accordance with applicable laws)

Additionally, Convictional reserves the right to “authenticate” all of our users when they sign up for an Account by contacting references, manufacturers for which Buyers are authorized, or other methods we deem necessary to ensure the overall functionality and privacy of our members and site. During this vetting process we will make all attempts to protect the privacy of new and existing members as per our Privacy Policy. 

10 Licenses.

Subject to this Agreement, including payment of all applicable Fees, Convictional grants you a limited, personal, non-transferable, non-sublicensable, internal license to use the Services during the Term.  The right to use the Services is licensed, not sold. Subject to the limited rights expressly granted pursuant to this Agreement, Convictional reserves all right, title and interest in and to the Services, including all related intellectual property rights. 

Subject to the terms of our Privacy Policy, You grant Us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all data, text, photographs and other content uploaded by You to Convictional (“Your Materials”), and to sublicense the foregoing rights to operators of Convictional; provided, however, that we will not alter any of Your trademarks from the form provided by you (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your trademarks (provided you are unable to do so using standard functionality made available to you via the applicable Convictional website); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law .

As between Convictional and you, you exclusively own all rights, title and interest in and to all of Your Materials.  Convictional shall only access your user accounts to respond to service or technical problems or as necessary for the operation of the Services or billing. The foregoing license to Your Materials shall include the right for Convictional to use, copy and otherwise exploit Your Materials for the purpose of creating aggregated and anonymous statistical data related to the Services and usage thereof (“Anonymous Service Data”).  Convictional shall own all right, title and interest in and to the Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data, and you hereby assign, transfer and convey to Convictional any ownership interest you may have in any Anonymous Service Data.

11. Representations of Sellers.

If you are using the Services as a Seller, you represent and warrant to us that: (a) you are a business (or you are authorized to act on behalf of a business) duly organized, validly existing and in good standing under the laws of the jurisdiction in which your business is registered; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement, including the license to Your Materials; (c) any information provided or made available by you or your Affiliates to Convictional is at all times accurate and complete; and (d) you and all of your subcontractors, agents, and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under this Agreement.

12. Indemnification.

You release us and agree to indemnify, defend, and hold harmless us, any affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) your products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) your personnel (including any act or omission of your personnel or any Claim brought or directed by your personnel); or (d) your taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld. 

13. Disclaimer & General Release.

THE CONVICTIONAL PLATFORM AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH ANY SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE CONVICTIONAL SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (A) ANY REPRESENTATIONS,  WARRANTIES OR CONDITIONS REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (B) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CONVICTIONAL SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS (INCLUDING BETWEEN BUYER AND SELLER), EACH PARTICIPANT RELEASES CONVICTIONAL (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14. Limitation of Liability.

COVINCTIONAL WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY, OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF CONVICTIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO CONVICTIONAL IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

15. Third Party Content.

You acknowledge and agree that the Services may contain advertisements from other Users and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Services, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that Convictional shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.

The Services may contain links to other websites that are not owned or controlled by Convictional. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Services of that third party, third-party product or service. Convictional is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Services are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Services of a link to any other website(s) or any advertisements does not imply that Convictional endorses or accepts any responsibility for the content or use of such websites, and you hereby release Convictional from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.

16. Tax Matters.

As between the parties, each User will be responsible for the collection, reporting, and payment of any and all applicable taxes in relation to such User’s use of the Services, except to the extent Convictional expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by you and used by you. All fees payable by you to Convictional under this Agreement are exclusive of any applicable taxes, and you will be responsible for paying Convictional any applicable imposed on such fees.

17. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public ("Confidential Information"). You agree that: (a) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (b) you will not otherwise disclose Confidential Information to any other person other than your employees, agents and representatives who have a “need-to-know” and are bound by confidentiality obligations; and (c) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

18. Force Majeure.

Convictional will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control. 

19. Relationship of Parties. 

You and Convictional are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Convictional, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. 

20. Suggestions. 

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to Convictional, you hereby grant us a non-exclusive, irrevocable, royalty-free worldwide license to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner and without compensation to you. 

21. Modification.

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Convictional or in direct communication to you, and you are responsible for reviewing these and informing yourself of all applicable changes or notices. YOUR CONTINUED USE OF THE SERVICES AFTER CONVICTIONAL'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

22. Security.

Convictional takes our responsibility securing handling, processing, storing and syncing your data seriously. We have implemented various measures as part of our commitment to security. Our service level expectations are as follows:

Availability SLAs

  • Our services are continuously monitored for availability
  • Our frontend service is static hosted on Google Cloud Storage, with five nines (99.99999%) availability
  • Our backend services are hosted on GCP, with one nine (99.9%) availability

Support SLAs

  • We will respond to initial support requests within 6 hours
  • We will close out escalated support requests within 24 hours
  • We reserve the right to delay these SLAs if a permanent fix requires more time

Access SLAs

  • We will reassess access levels within 3 days of a role change
  • We will revoke terminated employee credentials within 24 hours of termination

Vulnerability SLAs

  • We will address low priority vulnerabilities within 90 days
  • We will address medium priority vulnerabilities within 60 days
  • We will address high priority vulnerabilities within 30 days

Security SLAs

  • We will close issues of priority level 3 in under 90 days
  • We will close issues of priority level 2 in under 90 days
  • We will close issues of priority level 1 in under 14 days
  • We will close issues of priority level 0 in under 3 days

Breach notifications

  • In the event of a breach, we will declare a disaster
  • We will declare the disaster within 24 hours of identifying the breach
  • We will perform a retrospective within 72 hours of a breach
  • We will notify customers within 72 hours of a breach
  • We will notify customers by email to all impacted accounts (or all accounts if the impact is not yet clear)

Security policy

Convictional maintains public facing and internal security policies according to industry best practice. We are currently in the monitoring period for SOC2 Type II audit certification, a thorough security and compliance posture assessment involving security and compliance best practice. You can learn more about security in our public facing documentation here: https://support.convictional.com/security/security-details

Changes

Convictional reserves the right to change, modify or remove these SLAs without notice.

23. Miscellaneous.

For U.S. Users, this Agreement will be governed by Delaware law as applied to agreements entered into and to be performed entirely within Delaware, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction, and applicable federal law. 

Headings are included for convenience only, and shall not be considered in interpreting this Agreement. 

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.

Because Convictional is not your agent or the agent for any customer or Buyer for any purpose, Convictional will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

We will send all notices and other communications regarding this Agreement to you at the email addresses you designated for notifications and updates, as applicable, or by any other means then specified by Convictional. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "Email Preferences" (or similar preferences or requests) you may have indicated on the Convictional Site, or by any other means. You may change your email addresses and certain other information, as applicable. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to Convictional directly to one of our administrative team.

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. It is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

 

Contact Information:

Convictional, Inc.

3500 South Dupont Highway

Dover, DE

19901

USA

Please email support@convictional.com if you have any questions.

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