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SightMax OnDemand

SightMax OnDemand SaaS Solutions

SightMax OnDemand Free Trial

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SightMax OnDemand Free Trial

CODE: SM2Trial

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Terms and Conditions (?)SIGHTMAX LIVE CHAT MONTHLY SOFTWARE AND HOSTING AGREEMENT The following agreement “Agreement” contains the complete terms and conditions that will apply between “End User” and SmartMax Software, Inc. “SSI”, a Oklahoma corporation having a business office and address at 4200 East Skelly Drive, Tulsa, Oklahoma 74135. Within this agreement, the word “Licensee” refers to End User and agrees, along with SSI to be bound by all the terms and conditions of this license agreement. This license agreement also governs any product support services relating to the Software except as maybe included in another agreement between Licensee and SSI. If all of the following conditions are met: (1) you read and agree to the terms and conditions of the Agreement and indicate your acceptance of the terms and conditions of the Agreement by clicking “I Agree” at the Order Page; (2) you fully and correctly submit all information requested of you in the following Order Form; and (3) you submit proper payment pursuant to Section 3, of this Agreement. This Agreement shall become effective on the date (the “Effective Date”) that payment is received and accepted by SmartMax. If your order is placed via your sales representative it is acknowledgement and acceptance of the aforementioned conditions. SMARTMAX IS WILLING TO PROVIDE SOFTWARE AND HOSTING SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS HEREIN, SMARTMAX IS UNWILLING TO PROVIDE SOFTWARE AND HOSTING SERVICES TO YOU. WHEREAS, SmartMax has developed, owns and markets proprietary, Internet-based, e-commerce solutions and offers web site hosting services on the Internet; and WHEREAS Licensee wishes to make use of the e- commerce solutions and retain the web site hosting services of SmartMax. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, SmartMax and Licensee agree as follows: 1. DEFINITIONS A. “Licensee Content” means any and all material developed, purchased, or otherwise acquired by Licensee that is published, made available or otherwise used in conjunction with Licensee website. Licensee Content includes, but is not limited to, end user data collected by Licensee and information regarding merchandise or services sold by Licensee through its Website. B. “Hosting Services” means the services described in Section A of this Agreement. C. “Software” means the SmartMax eCommerce software, current release version, including any updates provided by SmartMax, and “SmartMax” proprietary technology and source code. D. “SmartMax’s Content” means any and all material developed by SmartMax and made available for use by Licensee including any designing of Licensee web Site, and templates prepared by SmartMax for use by Licensee E. “Website” means Licensee Internet presence, identified by the domain name provided by Licensee. 2. SOFTWARE AND HOSTING SERVICES A. Hosting Services. SmartMax shall provide storage for the Software, and Content of Customer’s Web Site and makes it available for end-users to access; B. Customer Data is housed and stored on a shared server. 1 SmartMax Software, Inc. |Confidential to, and between, the undersigned parties Data is not transferrable. C. Service Levels. SmartMax shall provide the Hosting Services in substantial compliance with the hosting functionality service levels set forth in the SLA. C. Service Level Warranty. SmartMax guarantees that the network will be available 99% of the time in a given month. This service level warranty shall not apply to performance issues: (1) to the extent caused by factors outside of SmartMax’s reasonable control, where unforeseeable and unavoidable service outages occur due to acts of nature, Internet, router, or Hosting Provider related downtime outside of our control (2) that resulted from any actions or inactions of Customer or any third parties not affiliated with SmartMax; (3) that resulted from Customer’s equipment, internet connection interruption or failure, functionality of private systems or software existing outside of SmartMax or third party equipment and/or software that may cause interruption of the service; (4) that resulted from software related issues; or (5) that are scheduled by SmartMax for purposes of maintaining or updating the Web Site or the Software. (6)Upon experiencing downtime of more than 30 minutes in duration, you may request a refund up to 5% of the monthly fee (up to and not to exceed 50% of customer’s monthly fee). Refunds will be issued in the form of a credit towards your next invoice, unless written cancellation was received by us prior to the interruption within your final month of service. In this case, monies will be issued via check or credit card payment within 90 days of request and dependent upon our verification of service interruption. Network downtime exists when a particular customer is unable to transmit and receive data and SmartMax records such failure in the SmartMax trouble ticket system. Network downtime is measured from the time the trouble ticket is opened by the customer to the time the server is once again able to transmit and receive data. If Customer fails to comply with this requirement, Customer forfeits its right to a receive service credit. (7) SmartMax makes every effort to perform all server maintenance during pre-scheduled maintenance window. 3. FEES A. Fees. In consideration of the Hosting services, you will be billed for services you have selected to receive on a recurring basis until and unless the service is cancelled by you. By accepting any of our service options, you agree to maintain current billing information. In the case of bank wire transfers to SmartMax for dedicated server monthly hosting, accounts are to be prepaid with service contract commitment terms for one year. Regular OnDemand Hosted accounts are month to month with no contracts. There is a mandatory (30) day cancellation policy. Licensee will pay to SmartMax all fees due according to the prices and terms listed. All sales are final, and SmartMax offers no partial or full refunds. At the time of cancellation the final billing will become due and processed immediately. The account will then be closed as requested. You must specifically cancel any service that you no longer wish to pay for. B. Change in Fees. SmartMax may change its fee schedules on sixty (60) days notice by postal mail, electronic mail, or by posting the same on SmartMax’s own Web Site. Upon such notice, Licensee shall have thirty (30) calendar days prior to the effective date of the fee schedule to notify SmartMax by certified postal mail should it not agree to such rate increase and that Licensee wishes to terminate this Agreement. C. Payment. SmartMax will automatically debit the provided Licensee credit card once a month and all payments are due within five (5) days after internal billing/invoicing. If a payment is returned or rejected by SmartMax’s bank, or incurs additional costs for SmartMax (e.g., bank fees) for any reason, then Licensee shall pay a service fee of $40 and reimburse all such fees and costs incurred by SmartMax, and Licensee shall be immediately deemed to be in default of this Agreement. Accounts not paid in full by the tenth day after SmartMax submits its invoice may have their service interrupted or terminated, but any interruption does not relieve Licensee from the obligation to pay all fees due to SmartMax, including the monthly account charge. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, until fully paid. If Licensee defaults, Licensee agrees to pay SmartMax its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights. D. Taxes. All fees charged by 2 SmartMax Software, Inc. |Confidential to, and between, the undersigned parties SmartMax for the Hosting Services are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Hosting Services, all of which Licensee will be responsible for and will pay in full, except for taxes based on SmartMax’s net income. If SmartMax is required to pay directly any such taxes, Licensee will, upon receipt of SmartMax’s invoice, promptly reimburse SmartMax for any such taxes paid by SmartMax. 4. A. SUBLICENSE Licensee not may sublicense or resell any of SmartMax’s Software or Hosting Services to any third parties without the prior written permission of SmartMax or signed agreement. As an example, Licensee may not provide Web Hosting services to any third party without SmartMax’s prior written permission. Any attempts to do so would be considered a material breach and grounds for termination of this Agreement. B. SUBLICENSE ACCEPTANCE The agreement when signed by both parties is an acknowledgement of the Licensee intent to sublicense or resell the SightMax Live Chat service and is approved by SmartMax Software (SSI). Hosting provided by Licensee to third parties via a SightMax Dedicated Server is acceptable. Hosting to third parties via the Licensee own private server at their location is also acceptable upon signed agreement. 5. USE OF Licensee NAME AND TRADEMARKS. Any use of Licensee trade names, trademarks, and/or service marks must be mutually agreed upon prior to use. Licensee may use SmartMax’s trade name, trademarks, and service marks (collectively, “SmartMax’s Marks”) in advertising and publicity in conjunction with the offering of Licensee Content via SmartMax, provided that Licensee shall submit copy to SmartMax for its prior written approval, and provided further that under no circumstances shall such use imply that SmartMax endorses, sponsors, certifies, approves or is responsible for Licensee Content. Notwithstanding the foregoing, Licensee need not obtain SmartMax’s prior written approval where use of SmartMax’s Marks is limited to inclusion in a list of systems via which Licensee Content is available. 6. TERM AND TERMINATION. A. Term. The term of this Hosting Services Agreement shall begin on the Effective Date, and shall continue on a month to month basis, unless either Party gives the non-terminating Party Thirty (30) days notice of its election to terminate this Agreement. B. Termination for Breach. Each Party shall have the right to terminate this Agreement upon Fifteen (15) days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period. SmartMax maintains the right to cancel any service with or without notice due to abuse, including inappropriate, unprofessional behavior and obscenity. If cancellation of service is deemed necessary no monies will be refunded. 7. ACCEPTABLE USE POLICIES. A. Acceptable Use Policy. SmartMax maintains on its Web site SmartMax’s then-current Acceptable Use Policy (“AUP”). Licensee agrees to abide by the AUP. SmartMax may modify its AUP at any time, and shall post the then-current AUP on SmartMax’s Web site, which will be effective upon posting. B. End Users to Comply with AUP. Licensee acknowledges that SmartMax may terminate an end 3 SmartMax Software, Inc. |Confidential to, and between, the undersigned parties user’s access to Licensee web site for noncompliance with SmartMax’s AUP. SmartMax may thus terminate such end user’s access to Licensee Content even if the end user has not violated Licensee own terms and conditions of use of its Web Site. SmartMax acknowledges that Licensee may terminate a User’s access to Licensee Content for noncompliance with Licensee terms and conditions. 8. SECURITY. Licensee acknowledges that the Internet is not a secure or completely reliable system, and that the purpose of the Hosting Services is to allow end users easy access to Licensee Content. SmartMax will take those precautions SmartMax deems reasonable in its sole discretion to secure Licensee web Site from attack, but SmartMax makes no warranty that there will be no outages or interruptions of service, or that Licensee Content will be secure against attack of any form by end users or other third parties. 9. LICENSEE CONTENT. A. Ownership of Content. Licensee acknowledges and agrees that (a) unless expressly stated elsewhere, SmartMax has no proprietary, financial, or other interest in Licensee Content; (b) SmartMax does not, by virtue of offering or hosting Licensee Content, edit, distribute, market, sublicense, publish, or otherwise provide Licensee Content to end users; and (c) Licensee is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. Licensee warrants that it owns or has the right to use and offer the Content in connection with Licensee marks in the manner in which such Content is offered and will be offered by Licensee during the term of this Agreement. B. PROTECTION OF CONTENT. Licensee acknowledges and agrees that Licensee is solely responsible for ensuring the integrity of its Content. Although SmartMax provides data backup services, Licensee is advised that SmartMax in no way is responsible for any damages resulting from the loss of Licensee Content, regardless of the reason for such loss. Licensee is solely responsible for backing-up/archiving Licensee Content. 10. SMARTMAX CONTENT. Upon payment of any fees charged for the development of SmartMax’s Content, SmartMax hereby provides Licensee with a non-exclusive, royalty-free, irrevocable, non-supported license to use SmartMax’s Content as part of Licensee web Site. Licensee agrees to maintain a text hyperlink to "http://www.SightMax.com" per the SightMax generated chat tag. The link must be standard html, contain no JavaScript, and be approved by the Licensor. Selection of the OEM White Box option however negates the aforementioned text link requirement. This option does allow the removal of the “powered by SightMax” text link and further allows the co-branding of the Operator Desktop Console software. 11. PROHIBITED PRACTICES. SmartMax shall have no duty or obligation to monitor Licensee Content or any other Content provided or distributed by others, and SmartMax shall not edit or otherwise exercise any control over Licensee Content. Nevertheless, SmartMax may, in its sole discretion at any time, without notice to Licensee, and without liability to Licensee, remove from public view, disconnect, or terminate the hosting of any of Licensee Content or other Content that SmartMax deems in its sole discretion to be offensive or illegal, for any one or more of the following reasons: (i) the Content is adjudicated to be in violation of the laws of the state where the server resides; illegal or sexually explicit Content or activities, or any Content that allegedly violates the law, rules or regulations of any country or subdivision thereof; (ii) the Content constitutes harassment of Users, including, but not limited to, by means of Licensee billing practices; or (iii) Licensee noncompliance with or material breach of any of the terms and conditions of the 4 SmartMax Software, Inc. |Confidential to, and between, the undersigned parties AUP or this Agreement.; or (iv) claims made by third parties against SmartMax that Licensee or any of its end users has engaged in one or more of the above practices. 12. POINT OF CONTACT. Licensee shall designate a single Point of Contact in the accompanying Order Form. Licensee Point of Contact shall have full authority to enter into agreements and make binding decisions on behalf of Licensee. Licensee agrees that SmartMax may rely on representations made by Licensee Point of Contact. Licensee may change its Point of Contact at any time by giving written notice to SmartMax in accordance with the notice provisions of this Agreement. SmartMax is under no obligation to accept instructions from anyone other than the Point of Contact. 13. LICENSEE INDEMNIFICATION. Licensee shall indemnify and hold harmless SmartMax from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Licensee provision, or an end user’s use, of Licensee Content, or any act, error, or omission of Licensee in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law. 14. All Licensee Intellectual Property Rights created and/or deriving out of this Agreement, and/or cooperation between Parties, including, without limitation, rights in relation to the Database, Contents, and customer data, shall be or become the sole property of Licensee and the Supplier shall have absolutely no rights therein. Notwithstanding any disposition to the contrary in this Agreement, both Parties acknowledge that after termination of the Agreement, they will not be allowed to keep a copy of the Confidential Information and/or Databases, including any and all parts of its Contents, and may not use or exploit, directly or indirectly, Licensee proprietary information, materials or works. 15. WARRANTIES. Each party warrants and represents to the other party that it has the complete right to enter into and perform its responsibilities under this Agreement. 16. DISCLAIMER OF WARRANTIES THE FOREGOING WARRANTIES ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE AND HOSTING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SmartMax NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR SmartMax ANY OTHER LIABILITY IN CONNECTION WITH ANY SOFTWARE OR HOSTING SERVICES PROVIDED UNDER THIS AGREEMENT. 17. LIMITATION OF LIABILITY SmartMax ASSUMES NO RESPONSIBILITY WITH RESPECT TO LICENSEE OR END USER’S USE OF THE SOFTWARE OR HOSTING SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SmartMax IS AWARE OF THE POSSIBILITY THEREOF. SmartMax SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM Licensee FOR THE SERVICES DURING ANY 12-MONTH PERIOD. 5 SmartMax Software, Inc. |Confidential to, and between, the undersigned parties 18. ASSIGNMENT BY CUSTOMER. Licensee shall be entitled to assign this Agreement to an entity within its holding company Licensee provided that such entity is either a wholly owned subsidiary of Licensee or is a wholly owned subsidiary of Licensee. Licensee means Inc. and any other entity which directly or indirectly, or alone or in concert with others, controls, is controlled by, or is under common control with Licensee. The SightMax licence itself is to be used within companies’ which are a part of Licensee and within the platform named www.”End User”.com. Any assignment outside of the aforementioned is discretionary by SmartMax Software Inc. and prior written permission by Licensee is required. To assign this Agreement without prior written permission shall be deemed null and void. SmartMax may assign this Agreement, which shall be effective under our prior written approval provided to Licensee. 19. NOTICES (i) Any notice or other communication (“Notice”) required or permitted under this Agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested, to the address listed above in this Agreement, for SmartMax or the address provided in the application form submitted with the payment for Licensee; (ii) a Notice delivered personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given when transmitted, provided that confirmation of that transmission was received. A Notice sent by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A Notice that is sent by certified mail or registered mail shall be deemed given forty eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or more parties, the time period shall commence only when all of the required Notices have been deemed given; (iii) either party may designate, by Notice to the other, substitute addresses, addressees or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers. 20. MISCELLANEOUS (i) The laws of the State of Oklahoma shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; (ii) THE PARTIES SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF OKLAHOMA, AND AGREE TO VENUE IN TULSA COUNTY,OKLAHOMA; (iii) a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible; (iv) the section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement.; (v) this Agreement may be amended, waived, changed, modified or discharged only by an agreement in writing signed by all of the parties; (vi) this Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Licensee with respect to the Hosting Services provided under this Agreement shall not be applicable and that any acceptance of such purchase order by SmartMax shall be for acknowledgment purposes only; (vii) failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or 6 SmartMax Software, Inc. |Confidential to, and between, the undersigned parties power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time; (viii) the remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies; (ix) wherever used in this Agreement, the singular shall include the plural, and the plural shall include the singular. The use of any gender, tense or conjugation shall include all genders, tenses and conjugations; (x) the Parties are independent contractors and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership; and (xi) this Agreement is only between SmartMax and Licensee, and does not make any third-party a beneficiary of this Agreement, whether known or contemplated by either party. Further, this Agreement does not make Licensee a third-party beneficiary of any agreement that SmartMax may have with third parties, nor does this Agreement make SmartMax a third-party beneficiary of any agreement that Licensee may have with third parties.: Click to agree to conditions.

Account Name (?)Usually your company name or domain. This will be used in the SightMax Operator Console to login. :

Domain Name (?)Website Domain Name. The name of the website where SightMax Live Chat will be installed.:

Name of Website where SightMax will be installed.

Operator Name (Admin) (?)Please define your desired Operator Name. :

Primary Operator Name. This operator will also have administrator access to view reports and edit chat surveys.

Operator Password (?)Desired Password for the Operator defined above.:

Operator 2 Name (?)Please define your desired Operator Name. :

Operator 2 Password (?)Desired Password for the Operator defined above.:

Queue/Department Name (?)Typical Names are Sales, Support, Customer Service. This field is shown to the visitor and should pertain to the type or class of service being offered.:

(Example: Sales, Support, Customer Service)

Offline Email Address (?)Define your Email Address where Offline Responses and Post Chat Surveys are to be sent.:

This product is electronically distributed.

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Description
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7 Day Free Trial

Let us manage your live chat system. This is our most cost efficient hosting offering, simply place a couple of "tags" into your webpages and instantly offer live chat on your site. Perfect for corporate websites and shopping carts, also works great in ebay and yahoo stores as well as CMS systems such as Wordpress and Joomla.

SightMaxOnDemand is a Pay As you go, Month to Month service, no contract required!

SightMax OnDemand (SaaS)

No Server Required! Up and Running in Minutes! :

Live Chat :

Real-Time Visitor Monitoring :

Interactive OverSight Dashboard Reporting Engine :

Build-in Google On-The-Fly Language Translation :

Referral Visitor Tracking (Google Adwords, Bing, Yahoo) :

Historical Chat Transcripts :

ProActively Engage (invite) Visitors :

Customized Per Operator ProActive Text Invites :

Customizable Business Rules and Triggers:

CoBrowse Visitor Sessions :

Canned Responses :

Multiple Operators can Join a chat session :

Supervisor Coaching Mode - Coach Operators as they chat with visitors :

Operator to Operator Instant Messaging :

EyeQ Supervisory Queue Threshold Management :

GeoLocation Tracking with Company Names:

Microsoft Virtual Earth Geolocation Lookup :

Fully Customizable Chat Window :

Customizable Pre-Chat Survey :

Customizable Post-Chat Survey :

Customizable Offline Survey :

Fully Managed Solution :

Free Support for the life of your account! :

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