This agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and ITC3, LLC. (“ITC3”). This Agreement governs your use of ITC3’s Products, Software, or Services, including any updates and accompanying written documentation provided to you (the “Products, Software, or Services”), said Agreement effective immediately.
You acknowledge and agree that ITC3 may occasionally contact you via email. Please see the ITC3 Privacy Policy, which is incorporated into this Agreement by reference.
Accounts, Passwords and Security
You must be a registered user
to access the Products, Software, or Services. You are responsible for keeping
your password secure. You will be solely responsible and liable for any
activity that occurs under your user name. If you lose your password, you can
reset it only through ITC3’s Forgot Password email validation system.
Acceptable Use and Conduct
You are solely responsible for
your conduct and your data related to the Products, Software, or Services. You
agree to indemnify, defend, and hold harmless ITC3 and its suppliers from any
and all loss, cost, liability, and expense arising from or related to your
data, your use of the Products, Software, or Services, or your violation of
these terms.
The Products, Software, or Services are made available to you only for your personal or internal business use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights. You may not make commercial use of the Products, Software, or Services, including but not limited to selling or distributing the Products, Software, or Services to any third party.
Any unauthorized use of any ITC3 computer system is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
Consent to Collect Non-personal Information, Use of Data
The Products, Software, or Services may collect certain non-personally identifiable information that resides on your device, including, without limitation, statistics relating to how often it is used, performance metrics relating to the Products, Software, or Services, and configuration settings. This information collected will be sent to ITC3 and may be used by ITC3 without restriction.
When you enter your data during use of the Products, Software, or Services, you agree that ITC3 may copy and store such data as part of the Products, Software, or Services.
Changes
to the Products, Software, or Services and Terms and Conditions
ITC3 reserves the right at any time to modify, suspend, or
discontinue providing the Products, Software, or Services or any part thereof
in its sole discretion with or without notice.
ITC3 reserves the right at any time to modify this Agreement in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon use of the ITC3 Products, Software, or Services and effective for all existing users immediately after posting of any amended terms on the ITC3 website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.
Please review the most current version of this Agreement from time to time, located at https://www.ITC3.io/eula (or such successor URL as ITC3 may provide), so that you will be apprised of any changes.
Use of Products, Software, or Services
Subject to the terms and conditions of this Agreement, ITC3 grants you a non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Products, Software, or Services for which you have paid the applicable fees and taxes, and to use the ITC3 Products, Software, or Services for the sole and exclusive purposes of your personal or internal business purposes. Certain third-party code may be provided with the Products, Software, or Services. The third-party license terms accompanying such code, and not the terms of this Section, will govern your use of such code. ITC3 reserve all other rights to its Products, Software, or Services.
The Products, Software, or Services and their structure, organization, source code, and documentation contain valuable trade secrets of ITC3 and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute any aspect of the Products, Software, or Services or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Products, Software, or Services, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products, Software, or Services, (4) extract portions of the software’s files for use in other applications, or (5) remove, obscure, or alter ITC3’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Products, Software, or Services.
Renewals and Refunds
You agree that ITC3 shall have
the right to automatically and without notice renew your license to continue to
use the Products, Software, or Services upon expiration of your license period,
and that as part of such renewal ITC3 shall have the right to charge the
applicable renewal fees and any applicable taxes to any credit card payment
method on file with your account. You agree that if you elect to not permit
ITC3 the right to automatically renew your license to use the Products,
Software, or Services or maintain your credit card information on file, then
ITC3 may terminate your license.
You can discontinue your use of the Products, Software, or Services at any time and receive a full refund for the month in which you request to cancel services. If you’ve chosen an annual contract, you will be refunded the full amount of the current month of service in addition to any months not used in your annual subscription. You are responsible for ensuring that ITC3 has current and accurate records necessary, to renew your license, including without limitation, your credit card payment data. Any external cloud services (AWS, Azure, GCP, etc) are not covered in the refund policy.
At no time, will a refund be issued for a Service period of less than one calendar month. ITC3 does not offer any refunds for purchases of the Products, Software, or Services, except as expressly provided in this Agreement.
Intellectual
Property
You acknowledge that ITC3 or third parties own all right, title,
and interest in and to the computer source code related to the Products,
Software, or Services, portions thereof, or software or content provided
through or in conjunction with the Products, Software, or Services, including
without limitation all intellectual property rights. Except for the license
granted in this Section, all rights in and to the Products, Software, or
Services are reserved, and no implied licenses are granted by ITC3.
If you have comments on the Products, Software, or Services or ideas on how to improve them, please contact our team (www.itc3.io/contact). Please note that by doing so, you also grant ITC3 a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Products, Software, or Services (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
Term and Termination
This Agreement is effective
upon any use including during a Trial Period of ITC3’s Products, Software, or
Services and remains in effect until your account is terminated.
This Agreement automatically terminates if you fail to comply with its terms and conditions. ITC3 reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will discontinue all use of the Products, Software, or Services and that your access rights will immediately terminate.
The terms of the Sections entitled Consent to Collect Non-Personal Information; Intellectual Property; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, and Venue; and Entire Agreement and Assignment will survive expiration or termination.
If this Agreement terminates, other than for your failure to comply, ITC3 will use commercially reasonable efforts to make your Data available for you by request only for a period of thirty (30) days. ITC3 has no obligation to provide you with a copy of your Data and may remove and discard any Data.
Relationship
ITC3 is retained by the Client solely for
the purposes and to the extent set forth in this agreement, and ITC3’s
relationship to the Client shall during the terms of this Agreement be that of
an independent contractor. Nothing
contained in this Agreement shall be construed as creating an employer /
employee relationship between the parties.
Disclaimer
of Warranties
THE PRODUCTS, SOFTWARE, OR SERVICES AND ANY THIRD PARTY SOFTWARE
AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ITC3 AND SUCH
THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL
EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE
SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS, SOFTWARE
AND SERVICE AND SUCH THIRD PARTY SOFTWARE, OR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU USE THE PRODUCTS, SOFTWARE, OR SERVICES, AND ALL THIRD PARTY SOFTWARE, OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PRODUCTS, SOFTWARE, OR SERVICES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PRODUCTS, SOFTWARE, OR SERVICES AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Indemnification and Limitation of Liability
CLIENT SHALL INDEMNIFY ITC3 FROM ANY AND ALL DAMAGES
LIABILITIES, COSTS, LOSSES, EXPENSES OR ATTORNEY FEES ARISING OUT OF ANY CLAIM, DEMAND, OR ACTION BY A THIRD PARTY
DUE TO SERVICES RENDERED AT THE REQUEST OF THE CLIENT, EXCEPT ANY CLAIM
RESULTING FROM THE NEGLIGENCE OR INTENTIONAL ACT OF ITC3, WHICH SHALL BE THE
SOLE LIABILITY OF ITC3. CLIENT SHALL BE
RESPONSIBLE FOR ATTORNEY FEES AND EXPENSES INCURRED BY ITC3 TO ENFORCE THE
TERMS OF THIS AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL ITC3, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PRODUCTS, SOFTWARE, OR SERVICES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF ITC3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF ITC3, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO ITC3 FOR THE PRODUCTS, SOFTWARE, OR SERVICES. IF THE PRODUCTS, SOFTWARE, OR SERVICES ARE PROVIDED WITHOUT CHARGE, THEN ITC3 AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS, SOFTWARE, OR SERVICES, FROM INABILITY TO USE THE PRODUCTS, SOFTWARE, OR SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS, SOFTWARE, OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE PRODUCTS, SOFTWARE, OR SERVICES ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE PRODUCTS, SOFTWARE, OR SERVICES.
Export
Restrictions and Enforceability
You acknowledge and agree that the Products, Software, or
Services which are the subject of this Agreement, may be controlled for export
purposes. You agree to comply with all United States export laws and
regulations. You assume sole responsibility for any required export approval
and/or licenses and all related costs and for the violation of any United
States export law or regulation. If you are located in a country subject to
embargo by the United States government, you are not entitled to use the
Software or Service.
The failure of ITC3 to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
Governing Law, Dispute Resolution, and Venue
This agreement will be governed
by and construed in accordance with the laws of the State of Kentucky, without
giving effect to any conflict of laws and provisions that would require the
application of the laws of any other jurisdiction. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement.
All domestic (U.S.) disputes arising under or relating to this Agreement shall be resolved by final and binding arbitration conducted before a single arbitrator pursuant to the commercial arbitration rules of Resolute Systems, Inc. that were in force as of April 30, 2008. Notwithstanding the provisions governing domestic dispute arbitration, any dispute arising under this Agreement that involves a dispute between ITC3 and a person who is neither a citizen nor a resident of the United States, shall, at either party’s request, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, with such arbitration to be conducted in USA.
The administrative expenses, arbitrator fees, and facility charges associated with the arbitration, whether domestic or international, shall be split equally between the parties. Each party shall be solely responsible for its attorney fees, expert witness fees, and other costs, fees, and expenses.
The arbitrator shall render a naked award. Judgment on any arbitral award under this Agreement may be entered in any court of competent jurisdiction. It is the intent of the parties that neither the award nor any resulting judgment have res judicata (claim preclusion) or collateral estoppel (issue preclusion) effects except as between the parties themselves.
The arbitration undertaking in this Agreement shall be governed by, construed, and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. 1 et seq. and, in the case of arbitrations involving one or more non—U.S. parties, by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the U.S. legislation implementing the same, 9 U.S.C. 201 et seq.
To the extent that the Arbitration provisions of this Agreement do not apply, this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Christian County, Kentucky, United States, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit ITC3 from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.
Entire Agreement and Assignment
This Agreement, which
incorporates the ITC3 Privacy Policy, constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes and
replaces all prior or contemporaneous understandings or agreements, written or
oral, regarding such subject matter. Any waiver of any provision of this
Agreement will be effective only if in writing and signed by ITC3.
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of ITC3. ITC3 may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.
Inquiries
All inquiries to ITC3 about
this Agreement or the Privacy Policy should be made by emailing connect@itc3.io.