TERMS OF SERVICE
Last Modified: August 20, 2019
Thank you for using saltmanage.com, our Hosting Services (defined below), and our related services (collectively, the “Services”).
By using the Services, you are agreeing to these Terms of Service (the “Terms”) and the other polices described in these Terms and throughout the Services.
For clarity, all references to “us” (and similar words such as “we” and “our”) mean Salt Rank LLC, a Missouri limited liability company (dba Salt Manage) (regardless if they are capitalized), and all references to “you” mean the individual using the Services (regardless if the word is capitalized).However, if you are using the Services on behalf of a business entity, then “you” means both you and your business entity.
If you do not agree to these Terms, then do not use the Services.
Services
Hosting Plans & Subscriptions
We offer certain users of our Services the ability to select and sign up for hosting services (“Hosting Services”) on a month-to-month basis (your “Subscription”). When you sign up for a Subscription, we will review your order and, in our sole discretion, may reject your order for any reason. If we reject your order, we will issue you a refund of the payments made before we rejected your order.
Term & Renewals
Your Subscription will begin the moment you sign up for your Subscription and will automatically renew on a month-to-month basis until terminated in accordance with these Terms (the “Term”).
Provision of Hosting Services
We will use commercially reasonable efforts to ensure the Hosting Services are available to you at all times during your Subscription, subject to (a) scheduled downtime, which will generally not occur without prior advance notice to you; and (b) causes which are outside of our reasonable control or which are not reasonably foreseeable by us ((a) and (b), “Permitted Downtime”). If the Hosting Services are down for more than 24 consecutive hours and the downtime is not Permitted Downtime, then as your sole and exclusive remedy, and as our sole and exclusive liability, we will issue you a credit against future Hosting Services equal to a pro rata portion of the Hosting Services fees for the period of that downtime.
Modifications to the Hosting Services
We may add to, modify, or terminate, portions of the Hosting Services at any time for any reason, however, we may not materially decrease the functionality of the Hosting Services during your Subscription except as otherwise permitted in these Terms.
Access to Your Website
During the Term, you shall ensure that we have the proper credentials to access your website and you grant us a license to access your site without limitation.
Modifications to Your Website
If your Subscription includes optimization services, then we may make modifications to your website which, in our discretion, will improve your website (including visual and non-visual modifications).
Prohibited Uses
You may not use the Services if you are under 13 or if we have terminated your right to use of the Services.
Additionally, you may not do anything on the Services directly or indirectly that: (a) is illegal or violates another contract; (b) will harm the Services, including without limitation using bots, scrapers, harvesters, or other automated systems; or (c) constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services.
Payment
Payments
You shall pay us all fees associated with your Subscription during the Term. Those fees will be described during your signup process. All fees must be paid in advance, are non-cancelable, and non-refundable (except as provided in these Terms). All fees are exclusive of taxes and similar government assessments of every nature and form, all of which must be paid by you and not us.
Additional Services
If you request additional services beyond those offered in your Subscription, then we may provide the additional services to you and invoice you for the same. Except as otherwise agreed to by you and us in writing, you shall pay all undisputed payments in those invoices within 30 days of receipt. However, we will not provide any additional services without your prior and express written (including email) consent.
Interest
We may charge you interest at 1.5% per month for any undisputed fees which are not timely paid in accordance with these Terms.
Change to Fees
We may change the fees for the Services (and/or additional services) after the initial term by providing you with written (including email) notice of the change at least 30 days prior to change.
Content & Intellectual Property
Our Rights
As between us on the one hand, and the you on the other hand, we own and will continue to own the Services and all intellectual property rights related to the Services. We grant you a non-sublicensable, non-transferable, non-exclusive, limited license for you and your authorized users to use the Services for their intended purposes in accordance with these Terms.
Your Rights
As between us on the one hand, and you and your users on the other hand, you will own all of Your Content. “Your Content” means all content uploaded to the Services by you or your users. Subject to the other provisions in these Terms, by uploading Your Content to the Services, you (on behalf of yourself and your users) grant us a worldwide, non-exclusive, license to access, use, process, copy, distribute, perform, export, and display, Your Content as reasonably necessary (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support, and technical issues; (c) as required by law or these Terms; and (d) as permitted by you in writing. You represent and warrant that you have all rights in and to Your Content from all individuals and businesses required to allow you to grant that license to us.
Copyright/DMCA
We respect intellectual property rights and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on our Services infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to our Designated DMCA Agent at: 7280 NW 87th Terrace Suite C210, Kansas City, MO 64153 (or via email to support@saltmanage.com).
Your DMCA Notice must include the following:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and specifically where it is located on the Service;
- Sufficient information for us to contact you such as your address, phone, or email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
PLEASE NOTE: Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Confidentiality
Non-Disclosure
Both you and we are likely to disclose Confidential Information to the other that the disclosing party desires to maintain as confidential. Accordingly, the receiving party shall (a) take all commercially reasonable measures to protect the confidentiality of the disclosing party’s Confidential Information in the receiving party’s possession; (b) not disclose any of the disclosing party’s Confidential Information to any third party; and (c) not use any of the disclosing party’s Confidential Information except as contemplated in these Terms.
Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information to its employees and contractors as required in the ordinary course of the receiving party’s business provided each recipient agrees to protect the disclosing party’s Confidential Information in a written agreement with confidentiality protections substantially similar to the confidentiality protections in these Terms. Additionally, a party may disclose the disclosing party’s Confidential Information to the extent it is compelled to do so by law, provided it (a) takes reasonable measures to maintain the confidentiality of the Confidential Information (for example, seeking a protective order); and (b) provides reasonable prior notice to the disclosing party to the extent legally permitted.
“Confidential Information”
“Confidential Information” means all of the disclosing party’s information acquired by or disclosed to the receiving party as a result of your Subscription that reasonably should be understood to be confidential given the nature of the information and the circumstances of acquisition or disclosure.
“Confidential Information” does not include information that the receiving party can demonstrate: (i) was known by the receiving party without restriction before acquisition or disclosure under these Terms; (ii) becomes public through no fault of the receiving party; (iii) was independently developed by the receiving party; or (iv) was rightfully given to the receiving party by another party.
Duration
The confidentiality obligations in these Terms shall apply during the Term and shall survive the for five years thereafter. Notwithstanding anything contrary in these Terms, these Terms shall not be used to limit or invalidate a party’s rights under applicable trade secret laws.
Disclaimers
Except as expressly provided in these Terms, the Services are offered on an “as is” and “as available” basis without any warranties of any kind; and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement.
Limitation of Liability
In no event will you, us, or any of our Released Parties, have any liability to the other party or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. Us and our Released Parties’ liability to you underthese Terms(if any) shall not, together with amounts associated with all other claims, exceed the fees paid by you to us for Services in the 12-months prior to the act that gave rise to the liability. Additionally, any cause of action or claim which you may have which arises out of or relates to these Terms must be brought (if at all) within one year after the cause of action or claim accrued, otherwise, such cause of action or claim shall be permanently barred. “Released Parties” means our parents, subsidiaries, affiliates, and licensors, and the owners, members, directors, officers, employees, contractors, and agents, of all of them.
Indemnification
You shall indemnify us and the Protected Parties (defined above) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”), which arise from any suit, claim, investigation, or proceeding, which arises out of your use of the Services, your breach of these Terms, your submission of content to the Services, or any applications or programs which you create which use or interact with any of our Services, except to the extent that a Protected Party negligently or intentionally caused those Losses.
Termination
Termination by You
You may terminate your Subscription at any time, for any reason, by submitting a termination notice to us at support@saltmanage.com. Your termination will be effective at the end of the then-current one-month term.
Termination by Us
We may terminate your Subscription at any time, for any reason. The termination will be effective on the date we state in the termination notice we send to you.
Return of Website Files
Upon termination, we will package up your website and send you the files to your website along with a database file. We will not charge for that service if we elected to terminate your Subscription without cause, however, we reserve the right to charge you commercially reasonable hourly rates for that service if the termination was at your election or if the termination was at our election for cause.
Survival
All provisions in these Terms which by their nature should survive termination of Your Subscription shall survive the termination.
Arbitration
If a dispute arises between you and us related to your use of the Services, these Terms, or our Privacy Policy, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Missouri Secretary of State. The arbitration proceedings shall be held in Jackson County, Missouri, USA. If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the governing law and jurisdiction/venue provisions below.
Notwithstanding the agreement to arbitrate above, either you or we may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Services, intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights), or breaches of the confidentiality provisions in these Terms, without first engaging in arbitration.
Miscellaneous
Privacy Policy
Please read our Privacy Policy (available at https://www.saltmanage.com/privacy-policy) That policy describes what data we collect and how we use that data.
Third-Party Sites
If you click on any links that take you away from our Services, then you use those other sites and services at your own risk.
Force Majeure
A party shall not be liable for any delay or non-performance of its obligations in these Terms due to events beyond its reasonable control, including without limitation denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Entire Agreement
These Termssets forth the complete and entire agreement between the parties relating to the subject matter in these Termsand supersedes all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by the parties relating to the subject matter in these Terms.
Waiver
The failure or delay by a party to exercise any right or remedy in these Termsshall not operate as a waiver of the same. The waiver by a party of a breach of any provision in these Termsshall not operate as a waiver of any subsequent breach. A waiver shall not be effective unless and until it is in written form and signed by the waiving party.
Severability
Each provision inthese Termsshall be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision should be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision should be deemed removed from these Terms, but the remaining provisions shall remain in full force.
Assignment
These Termsand the rights and obligations in these Termsmay not be assigned by either party without the other party’s written consent (which shall not be unreasonably withheld). However, either party may assign these Termsin its entirety if the assignment is part of an acquisition, merger, or other change of control.
Notices
Unless otherwise provided in these Terms, any notice or demand (each a “Notice”) required or permitted under these Termsor applicable law shall be in writing and all delivery expenses prepaid and shall be deemed to have been delivered as follows: (a) if delivery is by written electronic communication (including email), then at the time the intended recipient provides non-automated express or implied confirmation of receipt, whether in writing or by written electronic communication; (b) if by overnight delivery using a nationally recognized overnight courier, then one business day after having been given to the courier.
Legal Terms
These Termsshall be governed by and construed in accordance with Missouri law, excluding its conflict of law principles. If a dispute arises between the parties related to these Terms, and if such dispute is for any reason not subject to the arbitration requirements in these Terms, then the dispute shall be resolved in the state courts in Jackson County, Missouri or in the U.S. District Court having jurisdiction over that county, and all parties consent to venue and personal jurisdiction there.
WAIVER OF JURY TRIAL
Each party waives all rights it may have to a jury trial in connection with any action or litigation in any way arising out of or related to these Terms.
CLASS ACTIONS ARE PROHIBITED
All claims, including without limitation all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.
Power to Amend These Terms
These Terms are effective as of the Last Modified date at the top of this page.
We may amend these Terms at any time, for any reason, with or without notice to you, and your continued use of the Services after the amended Terms are posted on our Services will constitute your acknowledgment and agreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Services with actual knowledge of the amended Terms; or (b) 30 days after the amended Terms are posted on the Services.
Contact
Except as otherwise required, all notices and communications you may send to us shall be sent to us, with all expenses prepaid, at the following address: 7280 NW 87th Terrace, Suite C210, Kansas City, MO 64153.
You may send informal communications to us via email at support@saltmanage.com.