TERMS OF SERVICE
This terms of service (this “Agreement”) is between you (“User” or “You”) and InfoScreen, LLC (“InfoScreen”) and governs your access to and use of InfoScreen’s website (the “Website”), and your access to and use of all software applications, databases and services made available to You and accessible by You through use of the Website (collectively, “Services”). By subscribing to any Service through use of the Website You agree to the terms and conditions of this Agreement.
1. InfoScreen Account Registration. InfoScreen Account Registration. In order to access certain features of the Website and each Service and to subscribe, upload or download any content on the Website or through your use of the Services, You must register and create an account (“Account”). In order to register to use a Service and create an Account, You are required to provide certain personal information to InfoScreen and create a User ID and password associated with your Account. You shall not share your User ID or password with any third party. User must be at least 16 years of age in order to register to use a Service and to create an Account. You hereby represent and warrant to InfoScreen that You are at least 16 years of age and possesses the legal right and ability to enter into this Agreement. InfoScreen reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent or incomplete. You are solely responsible for all activity under your Account, whether or not You have authorized such activities or actions. You will immediately notify InfoScreen of any unauthorized use of your Account.
2. InfoScreen Services. InfoScreen agrees to provide You with each Service to which You subscribe and provide valid payment in accordance with the terms and conditions of this Agreement. InfoScreen shall provide each Service in accordance with the terms of this Agreement and the terms offered in respect of such Service at the time of your subscription. During the Term (as defined below) of your subscription, You shall be entitled to use all enhancements and updates made generally available in respect of such Service, unless such enhancement or update is separately priced as an additional Service. InfoScreen shall use commercially reasonable efforts to (i) maintain the security of each Service; (ii) provide support to User consisting of telephone help desk during normal business hours; and (iii) make each Service generally available to User, except for: (a) planned down-time, for which InfoScreen gives advance notice that a Service will be unavailable; or (b) down-time caused by circumstances beyond InfoScreen’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer or telecommunications failures or delays involving hardware or software not within InfoScreen’s possession or reasonable control, network intrusions or denial of service attacks, but only if such unavailability results notwithstanding the exercise of reasonable care and due diligence to avoid or mitigate the same in anticipation of or in response to such causes.
a. Subject to this Agreement, InfoScreen hereby grants You a non-exclusive, non-transferable license for You in order to use the Services provided through the Website: (i) to access and use the Website; (ii) to access and use content generated through or available on the Website; and (iii) share such content generated through or available on the Website. All rights not explicitly granted in this Agreement are reserved by InfoScreen. You may not use the Website in any manner inconsistent with these Terms.
b. You shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained on the Website and You shall reproduce all such notices and legends on all permitted copies of documents, reports and other materials downloaded, printed or distributed from the Website.
4. Restrictions on Use.
a. Except as otherwise expressly permitted by these Terms or on the Website, You may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, or any portion thereof from or linked to the Website, except with the express written consent of InfoScreen or its third party licensors.
b. In addition, You agree not to:
i. Use or access the Website for any purpose that is unlawful or prohibited by these Terms or display, transmit or otherwise make available on or through the Website material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy or violative of third-party rights;
ii. Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Website;
iii. Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of InfoScreen without express written consent;
iv. Make any commercial or non-fair-use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of InfoScreen or any of our third-party licensors without the express written consent of InfoScreen;
v. Use or access the Website in a manner that could damage, disable, overburden, or impair any InfoScreen server or the networks connected to any InfoScreen server;
vi. Interfere with any third party's use and enjoyment of the Website;
vii. Attempt to gain unauthorized access to the Website, accounts, computer systems, or networks connected to any InfoScreen server through hacking, password mining, or any other means;
Sublicense or otherwise transfer any license granted to the Website or materials on the Website; or
ix. Access the Website in order to build a competitive product or service, or copy any features, functions or graphics of the Website.
5. Your Responsibilities.
a. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Website by You; (ii) comply with all applicable laws (including but not limited to export laws) in using the Website; and (iii) use the Website solely in accordance with any online user guides or instructions made available on or through the Website. You shall not disclose or share any ID(s) and password(s) used to access this or any related Website. You are responsible for all activity that occurs under Your ID(s) and password(s). You agree to monitor strictly Your Users' use of the Website and enforce these Terms in Your organization. You agree to promptly notify InfoScreen in writing upon becoming aware of any unauthorized access or use of the Website by any party.
6. Your Instructions and Requests.
a. You may be able to use certain parts of the Website to share with third parties, create, store, or access reports and other materials ("Materials"). You acknowledge and agree that when these Terms terminate, Your access to such Materials through the Website may terminate and that following such termination Materials may be archived or deleted from the Website in accordance with our applicable records retention policies. We do not guaranty the availability of Materials or any other content or material on the Website and You acknowledge and agree that Materials stored on or through the Website may be archived or deleted periodically in accordance our applicable record retention policies. However, We may make available features on the Website to allow You to download certain Materials to Your own computers or servers at any time during the term of these Terms.
b. You agree that if You use the Website to give instructions to InfoScreen or to request a service or content, InfoScreen shall not be deemed to have accepted such instructions or to have processed such requests until InfoScreen communicates acceptance to You or Your organization.
7. Term and Renewal. Unless otherwise expressly provided in the terms governing a Service at the time of your subscription to such Service, all Services are provided on an annual subscription term that commences on the date You subscribe to such Service and expires one (1) year thereafter unless earlier terminated in accordance with this Agreement (the “Initial Term”). Upon expiration of the Initial Term and each Renewal Term (as defined below), you may renew the Services for an additional consecutive one-year period (each such subsequent one-year period, a “Renewal Term” and together with the Initial Term, the “Term”) unless InfoScreen elects not to renew a Service for any reason or no reason at all by delivering a notice of non-renewal to You. You also hereby agree that each renewal of a Service shall be subject to InfoScreen’s then-current Terms of Service as in effect and posted on the Website as of the date of such renewal, and such then-current Terms of Service shall be deemed an amendment of this Agreement.
8. Termination by InfoScreen. InfoScreen may immediately terminate this Agreement at any time, and without liability, upon the occurrence of any of the following events (each, a “InfoScreen Termination”): (i) User’s failure to pay any amount due hereunder within ten (10) days after such amount became due or (ii) User’s material breach or violation of any provision of this Agreement that is not cured within ten (10) days of User’s receipt of notice from InfoScreen referencing such breach or violation; or (iii) User ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its creditors.
9. Termination by User. You may terminate this Agreement with respect to all, and not less than all, of the Services without liability (except for amounts due and owing through the effective date of such termination) upon the occurrence of a material breach by InfoScreen of its obligations to provide the Services according to the terms of this Agreement that is not cured within ten (10) business days after written notice from You describing such breach in detail is received by InfoScreen (a “User Termination”). In the event of a User Termination, You shall pay all outstanding amounts payable through the effective date of such termination. You may also terminate this Agreement for your convenience with respect to all, and not less than all, of the Services, by completing and submitting the online cancellation request (a “Cancellation Notice”) provided for on the Website which shall be effective on the next business day following InfoScreen’s receipt of a properly completed Cancellation Notice. If You terminate this Agreement for your convenience or for any reason other than a User Termination, in addition to paying all outstanding amounts payable through the effective date of such termination, You shall also pay to InfoScreen an amount equal to all unpaid recurring fees for the Services from the effective date of such termination through the end of the Initial Term or then-current Renewal Term, as applicable, which fees shall automatically accelerate and become due and payable upon such termination. USER HEREBY ACKNOWLEDGES AGREES THAT ALL AMOUNTS PAID BY USER ARE NON-REFUNDABLE AND USER WILL NOT BE ENTITLED TO ANY REFUND OR CREDIT OF ANY AMOUNTS PRE-PAID BY USER. CUSTOMER HEREBY WAIVES ALL RIGHTS TO ANY SUCH REFUND OR CREDIT.
10. Payment. User agrees to pay all charges, fees, penalties, early cancellation charges and other amounts due under this Agreement (collectively “Fees”) in US dollars. You are required to provide InfoScreen with a valid form of credit card payment and to keep all such credit card information current and accurate in your Account settings. InfoScreen shall bill You in advance for each Service at the commencement of the Initial Term and each Renewal Term, as applicable, and all such Fees shall be billable in advance on an annual basis, unless InfoScreen otherwise agrees to bill and collect on a month-to-month basis. You hereby agree that InfoScreen may charge all Fees to your credit card on a recurring basis upon billing such amounts to You. All billing of Fees by InfoScreen shall be conducted electronically through use of the Website. Each User that is a Texas resident agrees to pay all taxes applicable to its account and the Fees incurred hereunder. You hereby agree to pay to InfoScreen all expenses incurred by InfoScreen in exercising any of its rights under this Agreement or applicable law with respect to the collection of a payment default, including attorneys' fees, court costs, and collection agency fees. If your credit card is rejected and You otherwise fail to pay any past due amount within five (5) days after notice by InfoScreen is given to You, InfoScreen may suspend performance under this Agreement and if such past due amounts remain unpaid for an additional five (5) days thereafter, InfoScreen may terminate this Agreement. In addition, InfoScreen may charge interest on any past-due amounts at the lesser of (a) 1.5% per month or (b) the maximum non-usurious rate under applicable law. You shall be deemed to have accepted as conclusively accurate any amounts billed by InfoScreen that have not been disputed by You in writing within sixty (60) days of the date of such billing. You may withhold the disputed portion of any payment that is properly and timely disputed hereunder as long as You timely pays all undisputed charges that are outstanding. The parties shall work together in good faith to resolve any such disputed amounts.
11. Third Party Websites. The Website may contain links and pointers to other Internet sites maintained by third parties (each, a “Third Party Website”). InfoScreen does not operate or control any Third-Party Website or any of the information, products or services offered on such Third-Party Websites. User assumes sole responsibility for use of any Third-Party Websites. All links and pointers to Third Party Websites included on the Website are included solely for the convenience of the User. In no event shall any reference to any Third-Party Website or third party product or service be construed as an approval or endorsement by InfoScreen of such third party, such Third Party Website or of any product or service provided by such third party.
13. Indemnification by User. User hereby agrees to indemnify and hold harmless InfoScreen, its subsidiaries, their affiliates and each of their respective directors, officers, employees, shareholders and agents (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to which an Indemnified Party may become subject and which Losses arise out of, or relate to (i) User’s breach of this Agreement, (ii) User’s breach of any applicable law, (iii) User’s breach of any confidentiality obligation, (iv) any inaccurate, fraudulent, deceptive or incomplete information provided by User or (v) any alleged infringement of any trademark, copyright, patent or other intellectual property right arising from any act or omission by User and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys' fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
14. Ownership of IP. InfoScreen and its licensors own all right, title and interest to each Service, the Website, all content included therein and all derivatives thereof and intellectual property rights related thereto. InfoScreen shall also have sole ownership of all IP addresses and internet addresses provided by InfoScreen to access a Service, all passwords used to access or use the Service and all modifications, ideas, concepts or recommendations provided by User to InfoScreen. This Agreement does not convey or transfer any ownership rights in any Service, the Website or any content included therein. The InfoScreen name, logo, and trade names are trademarks of InfoScreen and no right is granted to use them except as granted herein.
15. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY.
a. INFOSCREEN PROVIDES ALL SERVICES “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES REGARDING THE SERVICES, THE WEBSITE AND THE INFORMATION AND CONTENT INCLUDED ON THE WEBSITE. ALL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING ALL IMPLIED WARRANTIES AND ALL WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE INFORMATION AND CONTENT PUBLISHED BY INFOSCREEN ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. UNDER NO CIRCUMSTANCES SHALL INFOSCREEN BE HELD LIABILE FOR ANY SUCH INACCURACIES OR TYPOGRAPHICAL ERRORS OR IN THE TRANSMISSION OF ANY USER DATA.
b. INFOSCREEN SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE SERVICES OR THE WEBSITE BY USER OR ANY THIRD PARTIES OR ANY FAILURE OF THE SERVICES OR THE WEBSITE OR (ii) ANY LOSS OF DATA OR CORRUPTION OF DATA, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR A FAILURE OF INFOSCREEN’S NETWORK, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF INFOSCREEN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
c. INFOSCREEN’S TOTAL MAXIMUM AGGREGATE LIABILITY TO USER AND ALL THIRD PARTIES UNDER THIS AGREEMENT AND IN RESPECT OF ALL SERVICES SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT PAID BY USER DURING THE ONE-YEAR PERIOD PRECEEDING THE DATE UPON WHICH SUCH LIABILITY ACCRUED OR (II) FIVE HUNDRED DOLLARS ($500).
d. ANY CLAIM ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THE WEBSITE OR THIS AGREEMENT MUST BE FILED BY USER WITHIN ONE (1) YEAR OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM OR BE BARRED FOREVER.
a. THIS AGREEMENT AND ANY DISPUTE ARISING FROM THE PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES AND EXCLUDING ANY APPLICATION OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. USER (I) HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF GEORGIA LOCATED IN ATLANTA AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT BY USER OR INFOSCREEN OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, (II) HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH SUITS, ACTIONS OR PROCEEDINGS MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND (III) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. A FINAL JUDGMENT OBTAINED IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN THIS SECTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT OR JUDGMENT OR IN ANY MANNER AS PROVIDED BY APPLICABLE LAW.
b. Sections 10, 12, 14, 15, and 16 of this Agreement and all of User’s payment obligations under this Agreement shall survive the expiration, cancellation and termination of this Agreement for any reason.
c. User may not assign or transfer any portion of this Agreement without InfoScreen’s prior written consent. InfoScreen may assign this Agreement in whole or in part. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor.
d. There shall be no third-party beneficiaries to this Agreement.
e. This Agreement constitutes the entire agreement between User and InfoScreen and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and InfoScreen.
f. All notices, requests and other communications hereunder shall be sufficiently given if in writing and delivered personally or sent by facsimile transmission or registered or certified mail or in the case of any notice sent by InfoScreen, via email to the address or facsimile number of User listed in User’s Account. Such notices or other communications shall be deemed to have been given (1) on the date delivered (if delivered personally), (2) on the date that return confirmation is received (if sent by facsimile or email), or (3) five days after being sent (if sent by registered or certified mail).
g. Any rights not expressly granted by InfoScreen herein are hereby expressly reserved to InfoScreen.