Last Updated: December 3, 2025
Overview
Sally Jo is a DBA of Sally Jo LLC ("we", "us", "our", or "Sally Jo"). Sally Jo offers a range of digital marketing and customer relationship management solutions through our online platform, including various products, tools, features, software, content, and support that we make available to you across our website, mobile applications, and other technologies. These offerings, together with any updates, enhancements, or improvements we may introduce, are referred to in this Agreement as the “Services.” Your access to and use of the Services are governed by these Terms and all other policies posted on our website (collectively the “Agreement”).
You, individually or as an authorized representative of an organization, hereby represent and warrant the following as our customer:
(1) You are at least eighteen (18) years of age or the age of majority in your jurisdiction;
(2) You acknowledge and agree to be bound by the terms of this Agreement;
(3) The information you provided regarding your registration for our Services (as defined in this Agreement) is accurate, complete, and current;
(4) You have the authority to enter into this Agreement and, if acting on behalf of an organization, to bind that organization to this Agreement; and
(5) You are not using our Services for personal, family, or household purposes.
BY REPRESENTING AND WARRANTING TO THE ABOVE, YOU ARE MAKING A LEGALLY VALID AND ENFORCEABLE AGREEMENT.
By accessing or using our Services in any way—including visiting our website, signing up for an account, submitting a form, executing an order or agreement that references these terms, using our API, or entering into a Professional Services Agreement with us—you agree to be bound by this Agreement. Any new features or tools which are added to the Services will also be subject to the Agreement.
We may at from time to time modify or amend the terms of this Agreement by publishing an updated terms or policy on our website. Each updated version of the Agreement becomes effective upon publication, will identify its effective date, and applies to all access to or use of the Services occurring after that date. Upon publishing an updated Agreement, the previous one is hereby terminated. Your continued use of our Services after the publishing of the updated Agreement will constitute an acceptance of the updated Agreement. We reserve the right to change or discontinue our Services or any feature thereof at any time at our discretion. We may refuse service, close your or any authorized user accounts, and change eligibility requirements at any time. You are responsible for periodically checking the Agreement for any updates.
In the event of any conflict between agreements, the agreement with the latest effective date shall control. In the event of any conflict between the terms of the governing documents, they shall apply in the following order of precedence: (1) the Professional Services Agreement; (2) these Terms of Service; (3) the Acceptable Use Policy; (4) the Privacy Policy; and (5) the Anti-Spam Policy. The document highest in the order of precedence will control with respect to any conflicting terms.
Our Services are intended solely for use by businesses, organizations, and other commercial or non-profit entities. Personal or consumer use of our Services is not permitted. Nothing in this Agreement shall be interpreted as the formation of an agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.
Section titles and headings in this Agreement are for formatting and convenience reasons only and shall have no legal effect or impact on the interpretation of this Agreement. For clarity, the words “include,” “includes,” or “including” shall be interpreted as “including but not limited to.” Any examples provided in this Agreement are just examples that are not exhaustive.
1.1 Duration
The term of the Agreement will remain in effect for so long as you maintain a Sally Jo account or until either party terminates the Agreement pursuant to its terms, whichever occurs first.
1.2 Termination
To terminate your account or subscription to any of our Services, you may either use the "Delete Account" option located on your profile page or submit a termination request by contacting our customer support. There are no refunds for any already paid Fees, unless otherwise agreed to in writing. We reserve the right to terminate this Agreement at any time without cause. When your account or subscription to our Services ends, this Agreement—along with any rights or permissions granted to you under it—will end immediately, unless otherwise specified.
You will still be responsible for fulfilling any obligations related to Store Content sold or any Promotions or Deals that were active before termination, including honoring any related redemptions. You must also continue to uphold any commitments made in connection with Donation Campaigns, including managing associated funds. You shall maintain and honor all unsubscribe requests received prior to termination. Any custom-developed software or integrations provided by us or by any third party in connection with the Services shall cease to function at no liability to us. We make no representation or commitment to continue making our platform or services available to you. If your account remains inactive for more than one hundred twenty (120) days, we may permanently terminate your account and remove your stored contacts and other uploaded content. Upon termination of your account, Your Products (as defined in Section 2.2) and Customer Data hosted on your account will be deleted permanently and not returned to you.
1.2 Security & Privacy
You are solely responsible for ensuring the security of your and your authorized users' account, usernames, passwords, and any associated files. You authorize us to act on any instructions that we reasonably believe to be legitimate and coming from you or an authorized user, regarding the management of your account. You will be solely responsible and liable for any activity performed on your account and the activities of your authorized users.
Sally Jo will not be responsible for the actions of any individuals or entities who misuse or misappropriate your contact lists or other assets using your login or other appropriate account identifying information. You agree to notify us immediately of any unauthorized use or access of your account or any other known or suspected breach of security. Sally Jo will not be responsible for any losses due to stolen passwords. For security reasons, we do not have access to your current password. On request and identify verification, we may only provide you with instructions on how to reset your password.
1.3 Disputes
In the event of an account dispute, you will resolve such dispute directly with the other party. Sally Jo determines who owns an account based on the content in that account, contact and profile information associated with that account, and any other relevant factors. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, you must resolve the matter through external legal or other dispute resolution processes. When a dispute arises, we may, in order to protect the security and privacy of the account data, suspend any accounts connected to the dispute, including disabling login and sending capabilities until the dispute is properly resolved.
1.4 Marketplace
Our Services may include certain areas or features (the "Marketplace") that allow you to browse or review products, interact with merchants, and submit content or feedback. Any content or information you submit or post through our Services may be publicly accessible and viewable by anyone with internet access. You acknowledge and accept that such information is not confidential. Any personal or other information you include in your posting may be read, collected and used by others.
1.5 Proprietary Notices
For each listing, message, or campaign you send through our Services, you consent to us including a link to our Services and a statement such as "Powered by Sally Jo" or of similar wording within your message or campaign in a manner that does not unreasonably interfere with the content.
1.6 Automatic Data Collection
You grant us permission to collect data from your website—including those not hosted, maintained, or operated by us—through automated means, such as bots, spiders, scrapers, or similar technologies. Sally Jo may use this data for internal business purposes, including generating automated email templates and gaining insights into our user base.
1.7 Content Delivery
You acknowledge and accept that not all content—such as messages, campaigns, or other materials—sent through our Services is guaranteed to be delivered to, or displayed accurately by, the intended recipients. The appearance and functionality of such content may differ from how it is presented within our Services interface. You further understand that the delivery of content may involve routing through third party networks and systems outside our control, which may require reformatting or technical adjustments to meet network-specific constraints. Further, content that exceeds character or data limits may be automatically truncated, abbreviated, or otherwise altered during transmission.
1.8 Assistance
You acknowledge that we may from time to time provide you with marketing advice and other coaching, template design, frequently asked questions and general tips on best practices and legal compliance, including any sample offer terms or any automated and artificial intelligence generated content. You acknowledge that such assistance and information is provided as a convenience to you and that such assistance and information are not intended to and do not constitute legal advice and that no attorney-client relationship is formed.
1.9 Backups
You are responsible for making backup copies of your contacts and content. Sally Jo is not obligated to provide you with the means to download or otherwise export your contacts and content outside of our Services.
1.10 Equipment
You are responsible for acquiring, maintaining, ensuring the security of, and the use of any equipment and support services needed to connect to, access or otherwise use our Services, including hardware, servers, software, networking.
2.1 General
Sally Jo provides professional services—including consulting, marketing, managed design, customization, development, and other related services (collectively "Professional Services")—as may be identified in a mutually agreed-upon document between you and us describing the scope, deliverables, and other details of the Professional Services ("Statement of Work"), and which is subject to the terms of this Agreement. Professional Services are made available to clients through a Professional Services Agreement. By executing a Professional Services Agreement, you agree to engage us for such services and to be bound by the Sally Jo Terms of Service. If, at your request, Sally Jo agrees to perform Professional Services for your benefit, the parties will execute a Statement of Work. In the event of a conflict between the Terms of Service or the Professional Services Agreement and the applicable Statement of Work, the Statement of Work will control solely with respect to the Professional Services described therein.
2.2 Ownership and Licensing
Projects as a whole which are developed as personal services for you are deemed to be work for hire with all rights and titles owned by you. You recognize the benefits of re-using previously developed code and may request that we re-use previously developed and open source code and incorporate such code where, in our judgment, this would be reasonable. You understand and agree that you will have no rights, titles, or interests in any incorporated re-used code. Sally Jo owns or holds a license to use and sublicense various materials in existence prior to the effective date of the Personal Services Agreement, including computer code, code libraries, copyrights, patent rights, and trade secrets ("Sally Jo Materials"). We may include Sally Jo Materials in the work performed under the Professional Service Agreement. Sally Jo retains all rights, title, and interest, including all computer code, copyright, patent rights, and trade secret rights in Sally Jo Materials. Subject to full payment of the consulting fees due under a Professional Service Agreement, we grant you a perpetual, royalty-free, non-exclusive worldwide license to use and sublicense the use of Sally Jo Materials for the purpose of developing and marketing your e-commerce store, the products and services offered on your e-commerce store (“Store Content”), appointments, and promotions (collectively "Your Products"), but not for the purpose of marketing Sally Jo Materials separate from Your Products. The license granted under the Professional Service Agreement is non-transferable and shall not be assigned, sublicensed, or otherwise transferred by you. You shall make no other commercial use of the Sally Jo Materials without our written consent.
2.3 Execution and Interpretation
The Professional Service Agreement may be executed in any number of counterparts, each of which shall be deemed to constitute an original, and all of which shall be deemed to be the one and the same instrument. The Professional Service Agreement may be signed by facsimile signatures, with such signatures having the force and effect of the original. Whenever the singular number is used in the Professional Service Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. You acknowledge the Professional Service Agreement will be substantially performed in the State of Indiana.
2.4 Confidentiality
During the term of the Professional Service Agreement and for twelve (12) months afterward: (a) Sally Jo will use reasonable care to prevent the unauthorized use or dissemination of your confidential information. Reasonable care means at least the same degree of care we use to protect our own confidential information from unauthorized disclosure. (i) Confidential information is limited to information clearly marked as confidential or disclosed orally and then summarized and identified as confidential in a writing delivered to us within five (5) days of disclosure. (ii) Confidential information does not include information that: (A) we knew before you disclosed it; (B) is or becomes public knowledge through no fault of our own; (C) we obtain from sources other than you who owe no duty of confidentiality to you; or (D) we develop completely independently from the information and materials that you have provided to us in connection with our Services provided under this contract, or any subsequent work that you order from us. Confidential information specifically includes your passwords and customer lists.
2.5 Legal Representation and Authority
You and we acknowledge having been represented by independent legal counsel in connection with a professional service agreement to the extent it deemed necessary or desirable, or were given the opportunity to do so and that they freely and voluntarily chose not to; that to the extent they have retained legal counsel, they have relied upon the advice of their independent legal counsel in agreeing to the terms and conditions set forth in an executed professional service agreement and in executing this agreement; that they have freely and voluntarily entered into and executed this agreement; and that the signatories of a professional service agreement have been fully authorized to execute this agreement and to take all necessary actions required under the professional service agreement.
3.1 Definition
"Custom Integrations" mean any software, code, or functionality which interacts with, connects to, or makes use of the Sally Jo platform but is not built into it. Any Custom Integrations requires an active and valid Sally Jo account. If your account becomes suspended, terminated, or otherwise inactive, authentication and related access points will no longer function, and the Custom Integration may stop working.
3.2 Responsibilities
You acknowledge and agree that Sally Jo has no responsibility or liability regarding the performance, operation, or continued availability of any Custom Integrations, whether developed by us, you, or a third party. Sally Jo makes no representation, warranty, or promise that the Sally Jo platform, or any related APIs or features used by Custom Integrations, will be available on an ongoing basis, or that any particular functionality will be maintained. We may modify, discontinue, or restrict access to the Sally Jo platform or any part thereof at any time in our sole discretion.
3.3 Fees
Fees for access to Sally Jo are subject to change from time to time. Continued use of Sally Jo through Custom Integrations following any fee adjustment constitutes acceptance of the revised pricing.
3.4 Ownership Rights
If you contract with us to design or build any feature, integration, workflow, or other tool that is incorporated into our Services (collectively "Custom Work"), you acknowledge and agree that any fee is solely for development labor and implementation. No ownership, license, interest, or other right of any kind is vested, granted, or conveyed to you by virtue of paying for or participating in the Custom Work. All Custom Work shall remain our exclusive property, including all software, code, configurations, data structures, schemas, templates, logic, workflows, interfaces, documentation, designs, inventions, discoveries, improvements, processes, know-how, and related materials, whether developed solely by us or in collaboration with you. You acknowledge and agree that you do not obtain any claim to the Sally Jo platform, our Services, and any white-label, derivative, successor, or similar versions thereof. If any such rights could be deemed to arise in your favor, you hereby irrevocably assign all such rights to us. We may reuse, modify, adapt, or offer the Custom Work to other clients with no restriction. You acknowledge that Custom Work is provided as part of the Services and not as a work-for-hire, joint development, or co-ownership arrangement. Nothing in this section creates a partnership, joint venture, or fiduciary relationship between the parties.
3.5 No Guarantee or Obligation
Payment for Custom Work or Custom Integrations confers no right or expectation of any kind and does not guarantee any future pricing, billing rates, discounts, or commercial terms, continued availability of the Services or any specific functionality, or ongoing business relationship, and does not restrict our ability, in our sole discretion, to modify, suspend, discontinue, or terminate any feature, service, or account in accordance with this Agreement.
4.1 Services
We may permit you to do the following:
(a) create and operate an e-commerce store for selling your Store Content,
(c) administer or communicate about contests, sweepstakes, competitions, or other similar promotional events ("Promotions"),
(d) sell your products and services and tickets to your events to your subscribers and others in the form of various promotional deals, coupons, tickets, vouchers, passes or cards ("Deals"), or
(e) create, manage, and operate donation campaigns for charitable, personal, or community-driven purposes ("Donation Campaigns").
We do not assume responsibility for Your Products, including any and all injuries, illnesses, damages, claims, liabilities, and costs suffered in respect thereto. You shall be responsible for all costs in connection to procuring, creating, and delivering Your Products, including any shipping, taxes, and any other fees.
4.2 User Statements
We are not responsible for any and all statements you make and for all user assistance, warranty, and support of Your Products. You are solely responsible for complying with any promises you make to your customers, users, donors, and donees. You further agree to provide your contact information for any end-user questions, complaints, or claims. Where applicable, you shall ensure that the rules for each Promotion (a) state that each entrant or participant unconditionally releases us of any liability arising from the Promotion, and (b) inform each entrant or participant that the Promotion is in no way sponsored, endorsed, or administered by, or associated with, us.
We may, at our discretion and without any legal requirement, monitor the content published by you or your use of our Services. We may, at no liability to us and at any time, limit, suspend, or terminate your access to our Services, delete or confiscate all or a portion of your contacts, files, or content, or terminate this Agreement for any reason. Such reasons may include that we may find at our discretion that (a) the use of Services by you, or your authorized users, is in violation of any laws or regulations or this Agreement, including our Acceptable Use Policy and Privacy Policy, (b) your use of our Services by you is unauthorized, inappropriate, or fraudulent, (c) the use of our Services by you adversely affects our equipment or service to others, (d) we were issued an order of a court or government agency preventing us from providing our Services, (e) there is a security incident or other disaster that affects our Services or the security of our Services, your account or your content, or (f) any amount due under this Agreement is not received by us within fifteen (15) days after the day it was due. You further understand and agree that we and any applicable third party that supports, posts, publishes, or distributes any content provided by you, including content provided through Your Products, has the right to reformat, edit, monitor, reject, block, or remove any such content at any time or for any reason.
6.1 Notifications
By creating an account or using the Service, you agree that we may contact you by email, phone, text message, or through the platform itself in connection with your account, service updates, transactional information, security notices, or legal communications. We may also send you marketing or promotional messages about our services or features. You can opt out of marketing communications at any time by following the unsubscribe instructions in those messages or by adjusting your account settings. Opting out of marketing emails will not affect your receipt of service-related or legally required communications. You agree that we may contact you by phone — including using autodialers or prerecorded messages — to discuss our Services. You consent to receiving such calls at the phone number linked to your account. You are not required to agree to this in order to use our Services. If you prefer not to receive phone calls, email us at support@sallyjo.com. You are responsible for keeping your contact information accurate and up to date to ensure you receive all necessary notices.
6.2 Monitoring Consent
You agree that we may monitor or record any of your communications with us for purposes of quality control, training our employees, and our legal protection. You further agree that anyone you authorize to use your account consents to such monitoring or recording as well. You acknowledge that not all telephone lines or calls may be recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved or even if retained and retrievable will be made available to you.
7.1 Definition
Intellectual Property Rights mean all patents, copyrights, trademarks, trade names, trade secrets, design rights, database rights, moral rights, and all other proprietary or intellectual property rights, whether registered or unregistered, including all applications, renewals, extensions, and rights to enforce such rights under the laws of any jurisdiction.
7.2 Ownership of Intellectual Property
We own and maintain all rights, titles, and interests in and to all Intellectual Property Rights connected to our Services. Using our Services or Professional Services does not grant you any license or rights, whether express or implied, in our Intellectual Property Rights, including any right to obtain possession of any software, source code, data, or technical material related to our Services or Professional Services.
7.3 Customer Data
In connection to our Services, you maintain ownership of any content, materials, and data (collectively, "Customer Data") that you submit to us. You permit us to sublicense, use, reproduce, publish, distribute, and display your Customer Data. We will use your Customer Data to provide our Services under this Agreement, (b) to develop services, and (c) to comply with any court order, legal process, law, regulation or any request from a governmental, regulatory or supervisory body. We may use and disclose aggregated data that does not include Customer-indentifying information for our legitimate business purposes.
You represent and warrant that (i) you have all necessary rights, licenses, and permissions to submit your Customer Data to us and (ii) your Customer Data, and your submission and our use of it under these Terms, does not violate any applicable law, infringe any third party’s intellectual property, privacy, or publicity rights, or breach any applicable policies or terms governing your Customer Data.
7.4 Responsibility
We do not assume responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Customer Data. We do not assume responsibility for maintaining, securing, and storing your content and contact lists in accordance with any laws and contractual obligations you may have.
7.5 User Ideas & Feature Development
You may share feedback or suggestions for concepts, inventions, improvements, workflows, or other proposals related to our platform ("Ideas") with us. By submitting any Ideas to us, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, publish, distribute, create derivative works from, or commercialize that Idea in any manner. You acknowledge that submissions of Ideas are non-confidential, and we may use them with no limitation. If we later design, implement, or release a feature, tool, or service that incorporates or resembles an Idea you provided, you agree that all rights in that resulting work belong exclusively to us and waive ownership, authorship, compensation, or credit related to such developments. No fiduciary, partnership, or principal-agent relationship shall arise from your submission of an Idea.
7.6 Copyright Claims
If you believe any content or materials accessible on or from our Services infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from our Services by contacting us and providing (1) a description or copy of the copyrighted work you believe is being infringed, (2) a description and location (e.g., URL) of the infringing content or material, (3) your name, address, phone number, and email, (4) a statement that you in good faith believe the infringing use is unauthorized, (5) a statement that the information is accurate and, under penalty of perjury, that you are the rights holder or authorized to act on their behalf, and (6) your digital signature or equivalent.
To submit a copyright claim, email us at support@sallyjo.com and include the subject line: "DMCA Takedown Request".
8.1 Our Fees
"Order Form" means the form evidencing the initial order for Services, including any addendum or online confirmation form, and any subsequent orders separately entered into by you and us. Each Order Form shall be deemed incorporated into this Agreement by reference shall be incorporated into and become a part of this Agreement.
In compensation for our provision of Services to you, you agree to pay us the fees consistent with our then-current pricing packages unless otherwise set forth in an applicable Order Form or Statement of Work ("Fees"). We may change our Fees at any time by publishing a new price schedule to our Services. You may receive notice of price changes in your account or by email. You are responsible for reviewing the Fees overtime and keeping abreast of our Fees and any applicable discounts. We have the right to update any of your contact information in your account for billing purposes.
8.2 Other Billing Arrangements
If you receive our Services by means of one of our resellers or partners (each, a "Reseller"), the Reseller may be responsible for billing you for our Services and you may be subject to a different fee schedule and additional terms and conditions. You are responsible for reviewing your fee schedule and any additional terms and conditions. In the event of any conflict between this Agreement and the Reseller's terms and conditions, this Agreement shall control except in connection to the payment provisions set forth in this Section. If you cease to be a customer of a Reseller, any special pricing, benefits or terms may no longer be available to you. We may rely on information provided by the Reseller regarding the status of your account.
8.3 Disputes
Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement or applicable Order Form or Statement of Work must be submitted to us in writing within sixty (60) days of the date such charges are incurred. You agree to waive all disputes not brought within the sixty (60) day period, and all such charges will be final and not subject to challenge.
8.4 Payment
You will be charged Fees for our Services in advance, unless otherwise set forth in an applicable Order Form or Statement of Work. We will decide which method is acceptable for payment compensating for our Services. Fees are only payable in the currencies made available to you when you purchase our Services or as set forth in the applicable Order Form or Statement of Work. Checks (including e-checks or those sent by mail) may be accepted for prepayments of at least six (6) months. If you are paying by credit card, (a) you hereby irrevocably authorize us to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if your credit card is declined, we will attempt to reach out to you for a new payment method, and (d) if your credit card expires, you hereby give us permission to submit the credit card charge with a later expiration date. If we fail to resolve an issue with you resulting from a credit card decline or expiration, we may terminate the account due to non-payment. Late payments, including those resulting from credit card declines, may accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by law, whichever is lower. If we must initiate a collections process to recover Fees due and payable hereunder, then we shall be entitled to recover from you all costs associated with such collections efforts, including reasonable attorneys' fees.
8.5 Taxes
"Tax" or "Taxes" means all applicable taxes, including indirect taxes such as goods and services tax ("GST"), value added tax, sales tax, fees, duties, levies, or other similar taxes. Unless specified otherwise, all Fees and other amounts do not include applicable Taxes.In the event that any amount payable by you to us is subject to Taxes, we will collect the full amount of those Taxes from you and the collection shall not reduce or somehow impact the amount to which we are entitled. You shall pay any applicable Taxes. Where required by law, we will collect and remit such Taxes to the appropriate authority. In the event that any payments or amount payable by you to us is subject to any withholding or similar tax, any Taxes not collected by us, or any other Tax or government levy, the full amount of that Tax or government levy shall be solely your responsibility and shall not reduce the amount to which we are entitled under this Agreement. You will reimburse us and indemnify and hold us harmless against any and all claims by any competent tax authority related to any Taxes that are your responsibility to pay, including withholding or similar Taxes, penalties or interest that we may be compelled to pay on account of your non-payment.
You understand and warrant that your use of our Services, whether or not in connection with Your Products, must be in compliance with all applicable laws and regulations. You shall not use our Services to commit any illegal acts. You are responsible for determining whether your use of our Services is in compliance with any laws or regulations.
10.1 Data Privacy Laws
You shall comply with all data privacy laws and regulations of the jurisdictions applicable to their respective performance of contractual obligations and exercise of rights under this Agreement, including the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act, and other applicable U.S. federal or state data privacy and data protection laws (collectively "Data Privacy Laws").
You warrant that you are currently complying with all applicable Data Privacy Laws and will continue to do so in your collection, processing, and sharing of personal information with us. You further warrant that you will not use our Services to, or allow us to, process any personal information in violation of any court, regulatory, or administrative order issued to you by any authority.
10.2 Sensitive Personal Information
Sensitive Personal Information is defined as government-issued identification numbers (such as Social Security numbers), bank account numbers, credit card numbers, passwords, login credentials (such as passwords or access tokens), health-related data protected under laws, or other non-public personal information of any kind. You shall not import or incorporate into any contact lists or other content you upload to our servers any Sensitive Personal Information. This Agreement, including the prohibition on importing or incorporating Sensitive Personal Information, remains in effect so long as your account with us remains active. You acknowledge that uploading such information may subject you and your organization to regulatory obligations or penalties under applicable data protection laws.
You agree that every email sent using our Services must include a clear and functional "Unsubscribe" link that allows recipients to opt out of future communications. This link must be easily visible, remain active for at least thirty (30) days after the message is sent, and allow recipients to unsubscribe without providing extra information, logging into an account, or completing unnecessary steps. All unsubscribe requests must be processed within ten (10) business days, and you may not send marketing emails to those who have opted out. You are solely responsible for complying with all applicable spam laws, including the CAN-SPAM Act, and other relevant regulations.
If anyone brings a claim, cause of action, or dispute against us arising out of (a) your violation of these Terms, (b) your content, services, or actions on the Sally Jo platform, or (c) your unlawful use of the platform, you agree to indemnify and hold us harmless from and against any damages, losses, and expenses of any kind related to any such claim, cause of action, or dispute. We may participate in the defense of the claim with counsel of our choosing at our expense. If you fail to promptly assume the defense or settlement of the claim within a reasonable period after notice, we may assume sole control of the defense of the claim at your expense.
13.1 General
You represent and warrant the following:
(a) You have obtained all necessary rights, licenses, consents, and permissions required to publish and distribute Your Products and Customer Data using our Services;
(b) Your Products and Customer Data do not and will not infringe, misappropriate, or otherwise violate the intellectual property, privacy, or other rights of any third party;
(c) Your Products and Customer Data will not contain any material that constitutes an invasion of privacy, defamation, or other unlawful infringement of personal or legal rights;
(d) You will not use Your Products or Customer Data in any manner that violates laws, or that we reasonably determine promotes unlawful, harmful, abusive, or otherwise objectionable conduct toward any person or entity;
(e) You will not use the Services in a manner that causes you or us to violate the rules, restrictions, policies, or requirements of your email service provider, internet service provider, or other service providers used in connection with the Services;
13.2 Disclaimers
You agree that our Services are provided on an "as is" basis and may not always be readily available. Your use of our Services, including in connection with Your Products, and any reliance on our Services or actions taken based on them, are entirely at your own risk. No statement or information, whether oral or written, creates any warranty unless expressly stated in this Agreement. We make no warranty that use of our Services will be uninterrupted, error-free, or fully secure, or that any specific results will be achieved. We disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
13.3 Release
You release us from any claims or liability arising from Your Products, any content you post on our Services or send using them, and any issues resulting from remote access you provide to our personnel or agents for troubleshooting. You hereby waive California Civil Code §1542 (if you are a California resident) and any similar provision under the laws of any other jurisdiction that would limit the scope of this release.
YOU MAY NOT BRING ANY CLAIM AGAINST US MORE THAN 12 MONTHS AFTER THE CAUSE OF ACTION ARISES. YOUR SOLE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF OUR SERVICES IS OUR USE OF COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR OUR SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALLY JO AND ITS SERVICE PROVIDERS, BUSINESS PARTNERS, LICENSORS, AFFILIATES, MEMBERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON UNDER ANY LEGAL THEORY (INCLUDING CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OF ANY KIND—WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, COVER, OR CONSEQUENTIAL—INCLUDING DAMAGES FOR LOST OR MISDIRECTED INBOUND OR OUTBOUND EMAILS, SECURITY BREACHES, LOST OR COMPROMISED DATA, LOST REVENUE, LOST PROFIT, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, BUSINESS INTERRUPTIONS OR DELAYS, DISAPPOINTED EXPECTATIONS, OR ANY SIMILAR HARM, EVEN IF WE WERE PUT ON NOTICE TO THE POSSIBILITY OF SUCH DAMAGES. BY USING OUR SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF OUR SERVICE, INCLUDING THE POSSIBILITY OF SERVICE INTERRUPTIONS, DATA LOSS, OR OTHER ISSUES INHERENT IN DIGITAL COMMUNICATIONS. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE, THE MAXIMUM TOTAL LIABILITY TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR OUR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, MINUS ANY DAMAGES PREVIOUSLY PAID BY US TO YOU IN THAT TWELVE (12) MONTH PERIOD.
15.1 Links and References
Our Services contain links to websites operated by third parties, including our partners and Resellers and third party suppliers and providers, which may include marketing and advertising services, social bookmarking services, social network platforms, publication and delivery services, payment processing services and other payment intermediaries or websites (each, a "Third Party Service"), some of which may have established relationships with us and some of which may not. We reserve the right, at our sole discretion, to employ third parties to facilitate, enhance, or otherwise support the provision of the Services. We do not have control over the content and performance of Third Party Services. We have not reviewed, and cannot review or control, the material, including computer software or other goods or services, made available on Third party Services, and we do not represent, warrant, or endorse any Third Party Services, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Services. We disclaim, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Services. We may terminate any Third Party Services' ability to interact with our Services at any time, with or without notice, and in our sole discretion, with no liability to you or to any third party.
15.2 Third Party Compliance
You agree to abide by the terms and conditions of any applicable Third Party Service. Notwithstanding anything set forth herein to the contrary, you will abide by this Agreement regardless of anything to the contrary in your agreement with any third party and you shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
16.1 Governing Law and Legal Actions
You agree to submit any and all disputes, claims, or controversies arising out of this Agreement or breach thereof to arbitration, which shall be administered by the American Arbitration Association ("AAA"). The arbitration will be conducted before a single arbitrator and will be held in Porter County, Indiana. Neither party may join or consolidate claims in arbitration by or against other customers, subscribers, or users, or litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity. Only a court, and not an arbitrator, shall determine the validity and effect of the class action waiver. Even if all parties have agreed to litigate a claim in court, you or we may elect arbitration regarding any claim made by a new party or any new claims later asserted in that lawsuit. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Section. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. If you initiate a litigation or any other proceeding against us in violation of this paragraph, you agree to pay our reasonable attorneys' fees and costs incurred in connection with its enforcement. The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The arbitrator shall decide this dispute, claim, or controversy in accordance with the substantive laws of the state of Indiana, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidenced a transaction involving interstate commerce. We have the right to seek injunctive relief or other equitable relief if you violate this Agreement, on the basis that violations of this Agreement may cause irreparable harm to us.
16.2 Attorneys' Fees
In the event of any dispute concerning the terms and provisions of this Agreement, the prevailing party in such dispute will be in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys' fees.
17.1 Full Force and Effect
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
17.2 Entire Agreement
Each party agrees that this Agreement, together with any Order Form or Statement of Work entered into by the parties, shall be the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and any Order Form or Statement of Work entered into by the parties pertaining to such subject matter, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. However, in the event of a conflict between the provisions of this Agreement and any Order Form or Statement of Work entered into by the parties, the terms of such Order Form or Statement of Work, as applicable, shall prevail. No delay or omission by either party in exercising any right or remedy under this Agreement, an Order Form or Statement of Work, or existing at law or equity shall be considered a waiver of such right or remedy.
17.3 Force Majeure
We will not be liable for any delay or failure to perform our obligations under this Agreement due to events beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, government actions, power outages, internet service disruptions, infrastructure failures, or failures of Third Party Service providers or hosting platforms. If such an event occurs, we will make reasonable efforts to resume performance within a reasonable time. Our obligations will be suspended for the duration of the event and may be adjusted as necessary to account for its impact. You acknowledge that the Services may depend on third party infrastructure, and interruptions caused by those providers are considered force majeure events under this clause.
17.4 Assignment of Rights
You shall not assign any of your rights hereunder. We may assign any or all of our rights to any other individual or entity.
17.5 Further Assurances
You will provide all documents and take any actions necessary to meet your obligations under these Terms.
This agreement along with any other Sally Jo policy referenced herein can be viewed at www.sallyjo.com/legal