- Acceptance of Terms
- Provided Services
- Profit Service Users
- Third-Party Services
- Fees and Payment
- Proprietary Rights
- Information Protection
- Illegal Activities
- Warranties and Disclaimers
- Limitation of Liability
- On Premise Installs
- Term and Termination
- General Provisions
- Modification of Terms
Updated: May 23, 2019
This master subscription agreement (hereinafter “MSA”) is an agreement between you or the entity that you represent (hereinafter “You” or Your” and Profit the business management Software as a Service (hereinafter “Profit” or “Service”). The MSA governs your usage of Profit, Profit.co and TrustedBusiness.com from the date of signing up for the application. By signing up to Profit, you agree to the terms of this agreement. This Agreement was last updated on May 23, 2019. It is effective between You and Us as of the date of You accepting this Agreement.
- We, Us, Our, or Profit.co
- These refer to Profit Focus LLC, the company who you are contracting with. All legal inquiries should be directed to Profit Focus LLC, 38750 Paseo Padre Pkwy, Suite #A2, Fremont, CA 94536
- Software means Profit.co Software, in Source Code and Object Code, including, as applicable, executable and non-executable application files that Customer may download or receive on electronic media.
- Documentation means any written materials supplied by Profit.co, either in print or digital format, to be used in conjunction with the Software for purposes including, but not limited to, installation, training, and demonstration of the Software.
- Licensed User means one of Customer’s employees, representatives, consultants, contractors, agents or other persons expressly permitted by Customer in connection with Customer’s business affairs who are authorized to use the Software and have been supplied user identifications and passwords by Customer (or by Profit.co at Customer’s request).
- Third Party means any person or organization who is not an employee, representative, consultant, contractor, agent, or other person expressly designated by Customer to conduct business on Customer’s behalf.
- Derivative Work means any work derived from the Software or in which the Software is an integrated component, and which derivation was created or developed, at the expense of, or on the initiative of Customer. Derivative Works may include but are not limited to software applications, cloud-based (Software as a Service) applications, or online portals that integrate with the Software.
- Software Update Release means an embodiment of the Software that delivers minor performance improvements or enhancements of existing features and/or functionality to the Software.
- Software Upgrade Release means an embodiment of the Software that delivers substantial performance improvements, architectural changes or new features and/or functionality to the Software, for which Profit.co may charge a separate license fee.
- Support Services means the services provided by Profit.co to troubleshoot installation and usage problems and help resolve them.
- Maintenance Fee means the mandatory fee charged for update releases, upgrade releases and support services.
1. Acceptance of Terms
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates and users to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if do not agree with the terms and conditions in this agreement, you should not accept this agreement and may not use our services.
You must meet your country’s legal age requirements to enter into a binding agreement in order to accept the Terms.
2. Provided Services
This section covers the services that are being provided by Profit.
2.1 Provision of the Service
In order to access the service, you need to sign up for a user account and provide all the information required in the signup form. We shall make the Profit service available to you pursuant to this agreement. You agree that Your acceptance hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
2.2 User Subscriptions
User subscriptions are for designated users and should not be shared or used by more than one user. You can create new users by creating new employees in Profit. Consult the Getting started-guide and other relevant sources to understand more about this.
When subscribing to this Service, You agree to: a) provide true and complete information about yourself in the signup form and b) maintain and promptly update that information as true and complete. If we have reason to believe that you have provided false or incomplete information, we may delete your account and prevent you from using the Services now or in the future.
2.3 Usage Limitations
Services may be subject to other limitations, such as, but not limited to, limits on disk space, API load, Page views, etc.
3. Profit Service Users
This section identifies the categories of users and acceptable usage conditions for each category of users:
3.1 Categories of Users
This section defines the various categories of users:
- End users – This category of users use Profit to manage and run their business. This category has two subcategories:
- Entrepreneurs, Business Owners, Promoters – If you own a business or are thinking of starting a business, Profit is the service for you
- Employees – If you are an employee of a business that uses Profit, you can become a user of Profit for that employer
- Competitors – These are competitors of Profit or those who intend to compete with Profit
- Data Aggregators – These are users who intend to aggregate information from Profit for any purpose
3.2 Conditions of Usage for End Users
You agree to allow access only to your employees (including yourself) to your account in Profit.
You shall not give access to the service to any third party representative. You are not allowed to provide any service based on the Service without a prior written permission from us. Using the Services for illegal purposes or spamming is strictly prohibited.
3.3 Conditions of Usage for Competitors
If you are a competitor of Profit or intend to compete with Profit, you may not access our services, except with our prior written consent.
3.4 Conditions of Usage for Data Aggregators
If you are a data aggregator, you are not allowed to use Profit on another user’s behalf, even if that user provides their credentials to you. If you need to aggregate data from Profit, you should become our affiliate and work with us to get your service implemented.
Regarding the protection of your personal information, view Profit’s Data Security.
4. Third-Party Providers and Profit Service Provider Network Services
This section covers all the clauses covering services provided/performed by third parties, but are either advertised in or integrated into the Profit service.
4.1 Community Ratings
In the Profit community, participants may rate or comment about products, services and service providers. These ratings are not reflective of Profit’s opinions about them and cannot be construed as either our recommendation to use or not use a particular product or service or provider.
4.2 Signing Up for Third-Party Services and Products
At various points in the business process, Profit might offer third party applications for sale or subscription. Any acquisition/use by you of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by us as “certified” or otherwise, except as specified in the signup form.
4.3 Third-Party Applications and Your Data
If you subscribe to a third-party service for use with Services, you acknowledge that we may allow providers of those third party applications to access your data as needed by both Profit and the third-party service to interact meaningfully. We are not responsible for any disclosure, creation, modification or deletion of your data resulting from any such access by third-party providers.
4.4 Availability of Third-Party Services
Service features that interoperate with third-party services depend on the availability of such services. If a provider de-supports or ceases to make an API available to us, Profit may cease to support that provider.
4.5 Performance of Third-Party Services
Third-party service integrations may impact the speed at which a particular transaction can be performed in Profit. We are do not take any responsibility of this.
5. Fees and Payment for Purchased Third-Party Services
This section covers all the fees and payments for purchased third-party services.
5.1 User Fees
The Paid Service Offerings is provided to you at the price and under terms stated in Profit’s website. Except as otherwise specified herein or in Profit’s website.
- Fees are quoted and payable in the currency quoted in Profit.co.
- Fees are based on services purchased. Additional fees could apply based on actual usage.
- Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise mentioned in section 5.5.
We reserve the right to change the fees and to start charging for use of Services that are currently available free of charge. You will not be charged for using any Services unless you choose to opt for a paid plan.
User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof.
5.2 Invoicing and Payment
You will provide us with valid and up-to-date credit card information or bank account information. You authorize us to charge your credit card or bank account for the initial subscription term and any subsequent renewals. Such charges shall be made in advance, either annually or monthly or quarterly, depending on the nature of the fee. For example, if the fee is a monthly fee you will be billed monthly. If you cancel your subscription at any point, your account will be active until the end of the period that you already paid for. Cancellations will be effective from the next subscription period or until the time the current subscription is completed.
5.3 Suspension of Service and Acceleration
If our attempt to charge your credit card or bank account results in a denial, we may, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the paid services until such amounts are paid in full.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. You are responsible for paying all taxes associated with your purchases. If we have the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be charged to the same credit card or bank account you provide. If you are eligible for any waivers, you have to handle that with the tax authorities for appropriate refunds.
Profit, Inc will stop monthly or yearly automatic billing on any proxy account or other Profit account or service provided when you opt out of the Paid services. If you sign up for a monthly service and request the service to be cancelled, your account will no longer be rebilled starting with the date of your notification. The Paid Plan service will still be active until the renewal date; at which time the account will be downgraded to a Plan that is free. We will then stop billing your account. Profit will refund any charges made, if your request was placed before your rebill date and your account was still charged.
Annual plan fees that are discounted are non refundable.
6. Proprietary Rights
This section details your and our proprietary rights.
6.1 Reservation of Rights
Subject to the limited rights expressly granted herewith, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you other than what is expressly set forth herein.
You shall not:
- Permit anyone except you and your employees to access the services without our permission
- Create derivative works based on the services
- Copy, frame or mirror any part or content of the services, other than for your own internal purposes
- Reverse engineer our software and services
- Access the services in order to:
- Build a competitive product or service.
- Copy any features, functions or graphics of the services.
6.3 User Generated Content
You are solely responsible for the photos, profiles (including your name and image), messages, notes, text, information, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users. You may not post, transmit, or share content on the Service that you did not create or that you do not have permission to post.
You understand and agree that we may, but are not obligated to, review the Service and may delete or remove (without notice) any content in our sole discretion, for any reason or no reason, that in our sole judgment violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any content you transmit to, post, or store on the Service.
As between us and you, you own all rights, title and interest in and to all of your data. Notwithstanding this unconditional ownership, if the service is not used by you for more than 180 days consecutively, Profit may decide to delete your data. Unless you permit the use of your content for commercial, marketing or any similar purpose, we will not use, reproduce, adapt, modify or publish any content created by you or stored in your Profit-account. We do have the right to access, copy, store, transmit, reformat or distribute the content of your account, if it is required to provide the Services to you.
6.4 Feature Requests
Profit encourages users to suggest their ideas for improving the service. We shall have all rights to such requests, suggestions, and any content that is part of that request.
7. Information Protection
You are responsible for all activities that occur in your user account. If there is any unauthorized use of your user account, you should inform us immediately. You are expected to keep your username, password and other sensitive information confidential. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account.
8. Illegal Activities
You are not allowed to use the Service for illegal purposes and/or activities, or to promote illegal activities.
You are not allowed to use the Service or our website(s) to harass, abuse, harm or discriminate others.
You will be solely responsible for the activities you use the Services for, and the content you upload or create in the Service. We will take no responsibility to monitor the conduct of any User of the Service. Using the service for transmission of “spam”, “junk mail”, “chain letters”, “phishing” or for unsolicited mass distribution of email is forbidden.
If we have reason to believe that you are using the Services for illegal or unauthorised action, we may eliminate your account and prevent you from using the Services now or in the future.
9. Warranties and Disclaimers
9.1 Our Warranties – We warrant that:
Profit.co warrants that the product/services will conform to the functionality described in then-current Documentation when the customer signed up for Profit. In case of a breach of this warranty, Profit.co will use commercially reasonable efforts to modify the product/service to conform in all material respects to the documentation.
All the third party services, either software based or not, will be governed by individual agreements between you and the third party service providers. Profit does not make any warranties – express or implied – by creating the integration between Profit and the various service provider network participants
For any breach of such warranty, your exclusive remedy shall be as provided in Section 12.2 (Termination for Cause) and Section 5.5 (Refunds).
9.2 Your Warranties
You warrant that you will use the service in accordance with the usage policies outlined in Section 2 and the policies mentioned throughout this Agreement. You also warrant that you will not use the service to do anything unlawful. In cases where you are found to be in conflict the law, Profit will always take the side of the law and abide by the law, including releasing information about your activities, data to the appropriate legal authority. For any breach of such warranty:
- Profit may suspend your account in all the Profit accounts that you have access to
- Your account may be disallowed to use Profit.
- You may be disallowed to open new accounts in Profit
9.3 Mutual Warranties
Each party represents and warrants that:
- It has the legal power to enter into this Agreement
- Will obey the factors and clauses stated in this Agreement
We disclaim all warranties of any kind. Except as expressly provided herein, either party makes no warranties of any kind, express, implied, statutory or otherwise. This disclaimer applies to everything including warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
10. Limitation of Liability
IN NO EVENT SHALL Profit BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT.
Profit WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE, OR LOSS OF PROFITS, INFORMATION OR OTHER LOSS ARISING OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE. IN ANY EVENT OUR ENTIRE LIABILITY SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, 25% OF THE TOTAL ANNUAL DOLLAR AMOUNTS PAID AS FEES TO USE THE SERVICE.
10.1 Force Majeure
Either Party’s performance will be excused, if and to the extent reasonably necessary, in the event that an act of God, war, civil commotion, fire, explosion, or other force majeure event that occurs without the fault or negligence of the non-performing Party prevents timely performance under the Agreement.
By agreeing to this Agreement, you agree to indemnify and hold harmless Profit, our employees, suppliers and affiliates from and against any losses, damages, fines and expenses, arising out of or relating to any claims that you have used the Service in violation of any law, provisions of the terms or any other claim related to your use of Services, except where such use is authorized by Profit.
12. On Premise Installs
12.1 Customer’s compliance:
Subject to Customer’s compliance with the terms and restrictions contained herein, Customer is entitled to use this Software for Customer’s own internal business use, but may not sell, transfer, rent, or sub-license the Software, Documentation, or Derivative Work to any Third Party in any way. Customer may not grant any Third Party access to any administrative functions of the Software including, but not limited to, survey creation and editing, report creation and editing, user management functions, and system administrative functions.
12.2 Software Usage:
Customer may use one copy (instance) of the Software on a single server or single web farm environment for production purposes and one copy of the Software on a single server or single web farm environment for testing and/or development purposes (Enterprise-level license needed to support web farm environments). Customer may use additional copies of the Software on additional servers or web farm environments only if agreed to in writing by Profit.co and only if all applicable license fees have been paid.
12.3 License Purchase:
Customer has agreed to purchase the number of software licenses as specified through an ordering document. Customer has further agreed to pay all fees specified thereon within thirty (30) days from the date of such Ordering Form.
12.4 Ownership; Copyright:
Title to the Software and the Documentation, including Derivative Works thereof, and patents, copyrights and all other property rights applicable thereto, shall at all times remain solely and exclusively with Profit.co, and Customer shall not take any action inconsistent with such title. The Software and the Documentation are protected by United States and international laws, rules, regulations and treaty provisions. Any rights not expressly granted herein are reserved by Profit.co.
12.5 Restrictions of use:
Customer may not license, sublicense, rent, resell, lease or otherwise supply the Software, Documentation or Derivative Works for use in, or for the benefit of, any Third Party, without the prior written consent of Profit.co. Customer may not modify, enhance, supplement, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software to human readable form. Customer will not use or access the Software to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Software, (iii) make Derivative Works based upon the Software, except for Customer’s own internal business use (iv) copy any features, functions or graphics of the Software. Use, resale or exploitation of the Software except as expressly permitted in this Agreement is prohibited.
12.6 Maintenance fee:
Maintenance fee is a mandatory fee payable annually at the beginning of the term. If the maintenance fee is not paid on time, the software license will expire as of the last day of the previous maintenance period.
Customer acknowledges and agrees that the Software and associated Documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of Profit.co and its licensors. Customer may not use or disclose Proprietary Information without Profit.co’s prior written consent, except disclosure to and subsequent uses by Customer’s employees and contractors who have a need-to-know, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement.
Customer agrees to use at least the same degree of care in protecting the Proprietary Information as Customer uses to protect Customer’s own similar information, but in no event less than reasonable care. Customer acknowledges that due to the unique nature of the Proprietary Information, Profit.co will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity, or otherwise, Profit.co shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. Customer shall not use any information or data disclosed by Profit.co in connection with this Agreement to contest the validity of any Profit.co intellectual property. Any such use of Profit.co information and data shall constitute a material, non-curable breach of this Agreement.
14. Term and Termination
The term of this Agreement will commence on the date you accept it and shall remain in full force and effect for one year unless terminated pursuant to the provisions of this Section. Thereafter, this Agreement will be renewed automatically for successive one-year periods unless terminated pursuant to the provisions of this Section.
14.2 Termination for Cause
We reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms.
This Agreement and/or any Work Order(s) issued under it may be terminated by either Party by written notice to the other Party in the event such other Party materially breaches any of its material obligations as set forth in this Agreement and/or any Work Order(s) issued under it and fails to cure such breach within thirty (30) days after written notice thereof from such notifying Party. The termination will occur as follows:
- Profit will terminate user/account by suspending the user/account. The termination of user account may include denial of access to all Services, deletion of information in your user account, and deletion of all data in your user account. User/account can terminate Profit usage by simply not using the service. Profit reserves the right to delete or clean up any unused accounts.
14.3 Termination for Convenience.
The Client may terminate this Agreement for convenience any time by not using the service. Annual Plan fees that are discounted are non refundable.
Provisions of this Agreement which by their express terms or context impose continuing obligations on the Parties will survive the expiration or termination of this Agreement for any reason.
15. General Provisions
This section contains all the general provisions of this agreement.
15.1 Export Compliance
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing:
- Each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports
- You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction
15.2 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency and fiduciary or employment relationship between the parties.
15.3 The Agreements
15.4 Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
15.6 Arbitration and Attorney Fees
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules.
Any such disputes shall be arbitrated on an individual basis, and shall not be consolidated in any disputes, claims or controversies of any other party. The arbitration shall be conducted in California. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this agreement following your breach of this agreement.
15.7 Communication from Profit
We may communicate with you through emails, newsletters and service announcements. You can unsubscribe from our Newsletter but you will not be able to opt-out from receiving service announcements and administrative messages.
Profit is a trademark of Profit Focus LLC. We give you permission to use our trademark in your internal communications and in your website as long along with the attribution, “Profit.co is a registered trademark of Profit Focus LLC.”
When you become a customer of Profit, you consent to have Profit use your logo in our website, marketing emails with proper attribution to your company.
17. Modification of Terms
This Agreement supersedes any previous Agreement to which you and Profit may have been bound. This Agreement may be modified by Profit in its sole discretion from time to time and such modifications will become part of this Agreement and will be effective once posted by Profit on the Website. You should review the Website and this Agreement from time to time for any modifications. Your continued use of the Service will be taken as your agreement to the modified Terms.