Terms of Service

These Terms of Service (the "Terms") are an agreement between Wheeler Technologies, Inc., doing business as Sometime ("Sometime", "we", "us"), and the business that signs up for the Sometime service ("Customer", "you"). They include our Privacy Policy and any order form or plan you select (an "Order"). If an Order conflicts with these Terms, the Order controls.

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept on behalf of a company, you confirm that you have authority to bind it. The terms of any purchase order or similar form you send us have no effect.

1. The Service

Sometime turns a Customer's website forms into booking pages: it looks up information about the company and person who submitted the form, applies the Customer's qualification and routing rules, shows the selected rep's availability, books the meeting on the rep's calendar, and records the result in the Customer's connected tools (the "Service").

We will use commercially reasonable efforts to provide the Service in accordance with these Terms. We may improve and change the Service over time, and we will not materially reduce its core functionality during a paid subscription term.

You are responsible for your account, for the users you invite, for keeping sign-in credentials secure, and for all activity under your account. We may refuse or remove account names we consider inappropriate.

We provide reasonable technical support by email at help@usesometime.com in accordance with our standard practice.

2. Restrictions and responsibilities

You will not, directly or indirectly:

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying structure, ideas, algorithms or data of the Service or any related software or documentation;
• modify, translate or create derivative works of the Service, except as the Service expressly allows;
• resell, sublicense or use the Service for timesharing or service bureau purposes, or for the benefit of anyone other than your business;
• extract, copy or compile the Service's enrichment data other than as it is delivered to you through the Service, or use it to build a competing product or dataset;
• use the Service to send spam or unlawful messages, to collect personal information unlawfully, to probe or overload our systems, or to distribute malicious code;
• remove any proprietary notices, or use the Service in violation of export control or sanctions laws.

You will use the Service only in compliance with our published policies and all applicable laws, including privacy, data protection, anti-spam and consumer protection laws. You are responsible for the prospect information you collect through the Service: for having a lawful basis to collect and use it, for giving any notices and obtaining any consents the law requires (for example, a privacy policy on your forms and booking pages, and consent for any tracking tags you add), and for the content of your forms, routing rules, questions and messages.

Although we have no obligation to monitor your use of the Service, we may do so, and we may suspend or prohibit any use we reasonably believe violates these Terms or the law. You are responsible for the equipment, software and internet access you need to use the Service.

3. Third-party services

The Service connects to services we do not control, such as HubSpot and Google Calendar, which you or your reps authorize. Your use of those services is governed by their own terms, and we are not responsible for them, for their availability, or for changes they make that affect the Service. By connecting a third-party service, you authorize us to access and exchange data with it as needed to provide the Service.

4. Data and intellectual property

Customer Data. You own the data you and your prospects provide to the Service, and the data we access from your connected accounts ("Customer Data"). You grant us the right to host, process and transmit Customer Data as needed to provide, secure and support the Service. We process personal information in Customer Data as your service provider and processor, as described in our Privacy Policy and under our Data Processing Addendum, which forms part of these Terms.

Enrichment Data. Company and person information the Service supplies about your prospects ("Enrichment Data") comes from our own database and our data providers. We grant you a non-exclusive license to use Enrichment Data delivered to you through the Service, including in your CRM records, for your internal business purposes. Your license to Enrichment Data you have already received continues after these Terms end, subject to Section 2.

Our property. We own all rights in the Service and its software, all improvements and modifications to it, and all related intellectual property. If you send us feedback or suggestions, we may use them without obligation to you. No rights or licenses are granted except as expressly stated in these Terms.

Usage data. We may collect and analyze data about the provision, use and performance of the Service, and use it to operate, improve and develop the Service. We may disclose it only in aggregate or de-identified form that does not identify you or any individual. We do not use Customer Data to train generalized AI or machine-learning models.

5. Confidentiality

Each party (the "Receiving Party") may receive business, technical or financial information from the other (the "Disclosing Party") that is not public ("Confidential Information"). Our Confidential Information includes non-public information about the Service's features, functionality and performance. Your Confidential Information includes Customer Data. The Receiving Party will take reasonable precautions to protect the Disclosing Party's Confidential Information and will not use it except to perform under these Terms, or disclose it to anyone except those who need to know it for that purpose and are bound by similar obligations.

These obligations do not apply to information that the Receiving Party can show (a) is or becomes public through no fault of its own, (b) it already knew before receiving it, (c) it rightfully received from a third party without restriction, or (d) it developed independently. The Receiving Party may disclose Confidential Information when the law requires, after giving reasonable notice where allowed. These obligations last for five years after disclosure, and for Customer Data, for as long as we hold it.

6. Fees and payment

You will pay the fees for the plan in your Order (the "Fees"). Unless the Order says otherwise, Fees are billed in advance for each monthly or annual subscription period, charged to your payment method through our payment processor, and non-refundable except as these Terms provide. If your use exceeds your plan's limits, we may bill the additional usage at the rates for your plan.

We may change Fees effective at the start of your next subscription period, with at least 30 days' notice by email. If you believe we billed you incorrectly, contact us within 60 days of the charge to receive an adjustment or credit.

If we invoice you, payment is due within 30 days of the invoice date. Late amounts accrue interest at 1.5% per month, or the maximum the law allows if lower, and we may suspend the Service after notice while amounts are overdue. You are responsible for all taxes associated with the Service, other than taxes on our net income.

7. Term and termination

These Terms start when you first accept them and continue until your subscription ends. Each subscription period renews automatically for a period of the same length unless you cancel before the end of the current period. You can cancel at any time in the app or by emailing us, effective at the end of the current period.

Either party may terminate these Terms on 30 days' written notice if the other party materially breaches them and does not cure the breach within that period. We may suspend or terminate immediately for nonpayment or for a violation of Section 2 that threatens the Service, other customers or the law. You will pay all Fees owed up to the effective date of termination.

If you ask within 30 days after termination, we will make your Customer Data available for export. We then delete Customer Data as described in our Privacy Policy. Sections that by their nature should survive termination will survive, including accrued payment obligations, restrictions, data and intellectual property terms, confidentiality, warranty disclaimers, indemnities and limitations of liability.

8. Warranty and disclaimer

We will use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner that minimizes errors and interruptions. The Service may be temporarily unavailable for scheduled or emergency maintenance, because of outages at third-party providers, or for other causes beyond our reasonable control. We will use reasonable efforts to give advance notice of scheduled maintenance by email or in the app.

We do not warrant that the Service will be uninterrupted or error-free, that Enrichment Data will be complete or accurate, or that you will achieve any particular results, such as bookings or conversion rates. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Indemnity

By us. We will defend you against any third-party claim that the Service, as we provide it, infringes a United States patent or copyright or misappropriates a trade secret, and pay the damages finally awarded or settlements we agree to, provided you promptly notify us of the claim, give us sole control of its defense and settlement, and give reasonable assistance. We are not responsible for any settlement we do not approve in writing. This does not apply to claims arising from components not supplied by us, from your specifications, from modifications not made by us, from combinations with other products or data, from continued use after we have notified you of a modification that would avoid the claim, or from use that does not comply with these Terms. If the Service is, or we believe it is likely to be, found infringing, we may at our option modify it to be non-infringing with substantially similar functionality, obtain the right for you to keep using it, or terminate these Terms and refund any prepaid Fees for the unused period.

By you. You will defend and indemnify us against any third-party claim, and related damages, losses, settlements and reasonable costs, arising from Customer Data, from your use of the Service in violation of Section 2 or the law, or from your collection or use of prospect information.

10. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SOMETIME AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, OR FOR LOSS, INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Use of this website

If you visit usesometime.com without an account, you may use the site for information about the Service. The site's content belongs to us and is provided "as is". Sections 2, 8, 10 and 13 apply to that use as well.

12. Changes to these Terms

We may update these Terms. If we make a material change, we will tell you by email or in the app at least 30 days before it takes effect. Continuing to use the Service after the change takes effect means you accept the updated Terms. If you do not agree, you may cancel before then.

13. General

If any provision of these Terms is found unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary, and the rest of these Terms will remain in full force. You may not assign or transfer these Terms without our prior written consent. We may assign them without consent, including in a merger, acquisition or sale of assets. These Terms, with the Privacy Policy and any Order, are the complete and exclusive agreement between the parties about their subject matter, and supersede all prior agreements and communications about it. Waivers must be in writing. No agency, partnership, joint venture or employment relationship is created by these Terms.

Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations. We may name you as a customer, including your logo, unless you ask us not to by email. In any action to enforce these Terms, the prevailing party is entitled to recover its costs and attorneys' fees.

We may send notices to the email address on your account. You may send notices to help@usesometime.com. Notices are effective when received. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws provisions, and the state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from them.

14. Contact us

Wheeler Technologies, Inc., doing business as Sometime
help@usesometime.com