Effective September 9, 2015
At OpenSoon, our mission is to help vetted, top quality B2B companies – you, our users – discover and connect with new SMBs at their pre-opening stage.
These Terms of Service are established in order to protect our ability to meet our mission, and to deliver top-quality service to all of our users, now and into the future.
These Terms of Service (“Terms”) constitute and confirm the entire agreement between you and us, OpenSoon, Inc., a Delaware corporation (the “subscription” or “membership”), with respect to our provision to you of access to our services, namely, our provision of listings of possible names and potential contact information for what we believe, based on our best efforts, are possible and potential new small-to-medium sized businesses (“SMBs”) that are or may be opening in certain geographic areas, on our websites at https://members.opensoon.co, https://smb.opensoon.co, and https://retail.opensoon.co, and via other platforms that we may offer from time to time (“our services” and, where context requires, “OpenSoon”).
We recognize that issues and questions may arise from time to time that are or may not be clearly addressed by these Terms. In those cases, we will always try to work with you to resolve any issues as smoothly as possible. In the event any such issues or questions arise, please contact us with any questions at email@example.com.
User Eligibility and Prohibited Uses
Use of OpenSoon is limited exclusively to vendors of goods and/or services whose purpose in accessing our services is to locate opportunities to sell the vendor’s goods and/or services to the SMB prospects listed on OpenSoon.
By agreeing to these Terms, you represent that you are such a vendor, an employee of such a vendor, or an authorized owner, member, or manager of such a vendor, and that you are agreeing to these Terms in such capacity, and that you possess all necessary authority and any necessary permissions to enter into this agreement on behalf of the company, and that you will use our services solely and exclusively for the purpose of facilitating business-to-business (B2B) sales of your own goods and/or services to the SMB prospects listed via our services.
You further agree that OpenSoon’s authorization of your access to OpenSoon’s services under these Terms is expressly limited to “in-house” employees of your company, and is further limited exclusively to your purpose in furthering the sales and marketing efforts of your company’s goods and/or services by your “in-house” sales and marketing teams. You agree that you will not transfer any data or information that you have discovered directly from OpenSoon, or indirectly after identifying a prospect via OpenSoon, to any third party, and that this prohibition includes, but is not limited to, transfers of such data or information by you to any re-sellers or dealers of your products / services, independent sales organizations (ISO’s), third party call centers, email marketing provider, direct mail marketing provider, or social media marketing provider, or any other third party. You agree that your rights under this agreement may not be assigned or otherwise transferred or delegated to any third party, and that any attempt by you to so assign or otherwise transfer your rights shall be void from the outset.
You acknowledge that we may use any and all lawfully available means to monitor your use of our services, your compliance with these Terms, and your ongoing suitability for OpenSoon membership.
You expressly acknowledge that we reserve the right to review your business practices from time to time, in our sole and exclusive discretion, and that we may terminate your membership at any time and without notice if we conclude, in our sole and exclusive discretion, (a) that your company does not provide products or services that provide clear benefits to the SMB’s listed on our services, (b) that your company has been the subject of one or more complaints that are sufficient enough in number and/or are of sufficient gravity or severity that termination of your membership is in the best interests of the SMB’s listed on our services, and/or our best interest, (c) that your company engages in advertising or sales practices that we reasonably deem to be misleading or abusive, including, but not limited to, “robo-calls,” (d) your company engages in or promotes network or multi-level marketing, (e) your company provides financial services without a transparent rate / fee structure, and (f) that your company engages in or has engaged in any other conduct or practice that we believe jeopardizes the best interests of the SMB’s listed on our services, and/or our best interests.
You agree that any such conclusion, decision, and termination of your membership by us in accordance with the preceding paragraphs shall be in our sole discretion, and that our termination of your membership shall not be subject to appeal or review by any court, mediation or arbitration panel, or any other tribunal under any circumstances.
By agreeing to these Terms, you confirm that you are not operating any lead-generation business or otherwise engaging in the sale of leads, or operating any business that provides data to companies with purpose of helping those companies find new sales prospects, that you will not do so at any time that you are subscribed to our services, and that, should you choose to engage in such conduct, you will notify us no less than thirty (30) days before commencing such business, and you further agree that we shall be entitled to terminate your access to our services immediately upon receipt of such notice, notwithstanding any other provision contained in these Terms. You further agree that you will not attempt to decompile, reverse engineer, or otherwise attempt to obtain the source code, or recreate the algorithms or other technology used by us in generating any of the information or types of information displayed on our site, and that you will not cooperate with or facilitate such conduct by any third party.
You hereby irrevocably consent to our right to immediately terminate your access to our services, without notice, in the event that we reasonably conclude that you have violated any provision in the preceding paragraphs, or in the event that we determine your company or business is not suitable for continued membership in OpenSoon, for any basis set forth in the preceding paragraphs. You acknowledge that the Limitations on Liability set forth in these Terms shall not be deemed or construed to limit your liability to us for any damages caused to us by your violation of any of the specific prohibitions set forth in the preceding paragraphs.
Listings are Protected by Copyright
We put a tremendous amount of work into creating our listings, and we create them solely for our users. Each listing is an original work of OpenSoon. As such, all of our listings are protected by U.S. and international copyright law, individually and as collective works. You agree that you will not distribute, publish, transmit, transfer, reproduce, display, or re-sell any of our listings, individually or collectively, and that you will use our listings only to identify opportunities for sales of your goods and/or services.
Billing & Payment
Your account will billed and paid in advance on a monthly or annual basis by charge to the credit or debit card that you provide. Billing is recurring and automatic upon the expiration of your most recent billing term, to ensure uninterrupted service to you.
In the event that any payment by you fails, you will be promptly notified. Your access to OpenSoon may be interrupted, at our discretion, until any billing issue is resolved and payment is made.
Cancellation & Refund Policy
You may cancel the automatic renewal of your account at any time. After such cancellation, you will not be billed further. You will continue to have access to our services through the end of the period for which you have paid in advance.
To cancel automatic renewal of your account, you must log into your account, visit the “My Account” link, scroll down to “My Subscription,” click “Cancel,” and click “Confirm.”
Alternatively, you may send an email to us at firstname.lastname@example.org with the subject line “CANCEL.”
Payments are not refundable, and no refunds or credits will be given for partial months or years of service, or for any time not used while your account remains open. The only exception to the foregoing is for requests for refunds upon automatic recurring billing. Refund requests will be honored only if received in writing within 72 hours of the recurring billing for monthly accounts, and within 14 days of automatic recurring billing for annual memberships.
Plans & Pricing
We may, from time to time, offer new service plans and pricing, and we may also discontinue service plans and pricing previously offered.
Modifications to Our Services
We are committed to innovation and the constant improvement of our services. This commitment may, from time to time, result in modifications to our websites that may result in the addition of new features or the removal of existing features.
While we are – and will remain – committed to bringing you pre-opening SMB prospects, we reserve the right to make these and other modifications, so long as they do not compromise this fundamental commitment.
Accounts May Not be Shared or Transferred
Your account is for your sole and exclusive use. You agree that you will not share your account at any time. Any attempt to assign or otherwise transfer your account to another shall be null and void.
You agree that we may send any notice to you by email to the email address on file with your account, as entered by you, and that our records indicating that any notice sent to you was sent to that account will be sufficient proof to establish actual notice to you.
Any notice from you to us shall be via email to email@example.com.
No Guarantees or Warranties
We do our best to provide the earliest, most accurate, and most useful information on pre-opening SMBs that we can, but the immense volume of information that we scan and sort through makes it likely that an occasional listing, or details in a listing, may be incorrect or inaccurate, or that a prospect may have opened before you contact it.
Likewise, listings that are correct and accurate at the time of posting may subsequently become incorrect or inaccurate. You agree to use your best judgment in deciding when, whether, for how long, and to what extent you wish to pursue any particular listed prospect.
As a result, we make no guarantee or warranty with respect to any information set forth in any of our listings.
And, while we will always use our best efforts to ensure that you have access to our services at all times, we make no guarantee that your access will be free of interruptions. For interruptions lasting more than seven (7) days, we will provide pro rata refunds.
The privacy and confidentiality of information related to your business is important to us, and we are committed to protecting the information that we collect regarding your interactions with us and our services.
We do collect certain information regarding your use of our services, so that we may improve the services that we offer, improve your experience on our website, and to bring useful and timely news and information to you about how to get the most out of your OpenSoon subscription.
We also use third party service providers, including, but not limited to, Google Analytics. These services capture, and provide to us, data regarding your use of our services, your interactions with our email and other marketing communications, and other categories and types of information.
While we take commercially reasonable precautions to protect the data that we collect, we cannot and do not guarantee perfect security, and we do not warrant against the possibility that information related to you that we may have collected and stored may be accessed and/or used by third parties who have not been authorized by us or you.
There may be instances in which we may be required by law to comply with a subpoena, court order, or other demand to produce to third parties information that we may have that is or may be related to you. You agree that we are entitled to choose to comply with such subpoena, court order, or other demand, even in instances in which we may have reasonable legal grounds to challenge the subpoena, court order, or other demand, and that we may so choose without consulting further with you, and without your further consent.
We also reserve the right, and you agree that we have the right, to transfer information that we may have collected about you and/or your use of our services to other parties in connection with any transaction that materially affects OpenSoon, Inc., such as a merger, sale of all or a portion of company assets or shares, reorganization, financing, change of control or acquisition of all or a portion of our business by another company or third party in the event of bankruptcy or related or similar proceedings.
We note that we do not, at any time, have access to any information regarding the credit or debit card account that you use to pay for your OpenSoon subscription. All payment processing is through Stripe, and submission of your credit or debit card information is entirely at your own risk. You agree that you understand those risks, including the risk of financial loss, and the risk of loss of personally identifiable information, financial information, and other data that may be transmitted between you and Stripe. You agree that OpenSoon is not liable, and you will not seek to hold OpenSoon liable, for any loss incurred that is or may be related to your use of Stripe in paying for your OpenSoon subscription, and that any claims made are subject to the Limitation of Liability set forth in these Terms.
Limitation of Liability
With respect to our listings, we cannot and do not provide any assurances of the honesty, integrity, creditworthiness, or reasonableness of any of the prospects we list, or the proprietors, owners, managers, or employees thereof.
IT IS YOUR RESPONSIBILITY TO VERIFY, TO YOUR SATISFACTION, THESE AND ANY OTHER MATTERS PERTAINING TO THE PROSPECTS WE LIST.
You agree that under no circumstances other than those expressly provided for herein will we be liable to you for more than the price of one month of service for any claim, during the period of your subscription to our services. For accounts paid on an annual basis, liability under this paragraph will be based on a thirty-day month, pro rata, and based on the annual service plan price in effect for your account at the time at which the claim accrued.
You agree that you are solely and exclusively liable for your conduct in using the information that we provide. You agree to abide by all laws governing your solicitation of business from any prospects that we provide to you. You agree that you will indemnify us against any liability, and to hold us harmless, from and to pay for any loss, damage, cost, claims, and/or expense (including, without limitation, reasonable legal fees and disbursements and any other costs of litigation as the same become due and payable by us) on account of any claim brought against us based in whole or in part on or otherwise related to your conduct.
Completeness of these Terms; Amendment
These Terms are the complete and exclusive statement of our mutual understanding, and supersede any and all prior agreements, whether written or oral, between you and us.
Governing Law, Jurisdiction, and Waiver of Jury
These Terms will be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflict of laws provision or rule. You and we irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, with respect to any claim or cause of action arising out of or related to any of these Terms and our services. You and we each waive any claim or defense based on venue, personal jurisdiction, and inconvenient forum.
You and we both hereby waive any right to a trial by jury.
If any provision of these Terms is found to be unenforceable or invalid, the remainder of these Terms and the application of that provision, other than to the extent it is held unenforceable or invalid, will not be invalidated or affected.