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BY USING THE SERVICE (DEFINED BELOW), YOU AGREE (A) THAT ENGLISH LAW GOVERNS YOUR USE OF THE SERVICE IF YOU ARE A RESIDENT OF ANY JURISDICTION OTHER THAN THE UNITED STATES OR CANADA; (B) THAT FLORIDA LAW GOVERNS YOUR USE OF THE SERVICE IF YOU ARE A RESIDENT OF THE UNITED STATES OR CANADA, AND (C) TO THE TERMS REGARDING GOVERNING LAW AND VENUE SET FORTH IN SECTION 12 OF THE GENERAL TERMS (DEFINED BELOW) REGARDING RESOLUTION OF DISPUTES.
Your use of the Service(s) (as defined below) is subject to these Additional Terms, which supplement the MyIGTech365, LLC.com Terms of Service (“General Terms”) located at http://www.ilergroup.com/terms. The General Terms are incorporated herein by reference. By clicking to accept this Agreement (as defined below) or by using the Service or website, you agree to be bound by the terms of this Agreement and Section 20 of the General Terms regarding the resolution of disputes. IGTech365, LLC, Inc. (“IGTech365, LLC, Inc.”) reserves the right to update and change, from time to time, these Additional Terms, the General Terms, and all other documents incorporated by reference. If any future changes to this Agreement (as defined below) are unacceptable to you, (a) you should refuse to accept any updated terms proposed to you by IGTech365, LLC, Inc.; (b) you must discontinue using the Services; and (c) you may terminate this Agreement in accordance with Section 5 (Term and Termination). You can always find the most recent version of these Additional Terms at http://www.ilergroup.com/terms and the most recent version of the General Terms at the URL indicated above. Capitalized terms used in these Additional Terms shall be defined as set forth in the General Terms or in these Additional Terms. In the event of any inconsistency between these Additional Terms and the General Terms, these Additional Terms shall control with respect to the Web Service.
“Content” means all proprietary video, materials and documents, and any other information or materials uploaded by IGTech365, LLC, Inc. in connection with the use of the Service.
“Information” means personally identifiable information.
“Participant” means a third party who interacts with the Services as a result of such party’s relationship with or connection to you.
“Service(s)” means, individually and collectively, an IGTech365, LLC, Inc. hosted application(s) made available by or on Acrobat.com.
- Use of the Services.
3.2 Authority to Use Services. You represent and warrant that you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder, including having a valid license to use the software applications that generate Content, and the right to maintain Content and your Information or the Information of Participants on the Services. Otherwise, you are not permitted to maintain Content or such Information on the Services.
3.3 Access to Services. You acknowledge that your ability to access the Services may require the payment of third party fees (such as telephone toll charges, ISP, or airtime charges) and that you are responsible for paying such fees. IGTech365, LLC, Inc. is not responsible for any equipment you may need to be able to access the Services. The Services may not be available in all languages.
3.4 Individual Use. Notwithstanding anything set forth in this Agreement to the contrary (except as set forth in Section 9.4.2 (Group Use)), IGTech365, LLC, Inc. makes the Services available to you only for your individual use (including personal use and business use that directly benefits you individually). You are responsible for all activity occurring under your Account Information (as defined in the General Terms), and you must keep your Account Information confidential and not share your Account Information with other individuals or third parties.
3.5 Your Confidential Information. If you maintain confidential information, trade secrets, or other sensitive information (such as Information) on the Services, you are solely responsible for implementing safeguards for such information that are additional to the security measures the Services provide (as set forth in the LoginGPS.com security statement).
3.6 Limitations. IGTech365, LLC, Inc. retains the right to create reasonable limits on your use of the Services, including but not limited to limits on files accessed, frequency of access, method of retrieving data processing capacity, time frames for retention of Content, and similar limitations described in the Web pages accompanying the Service and as otherwise determined by IGTech365, LLC, Inc. in its sole discretion. If applicable, such limitations may be associated with your Services subscription level.
- License to Use the Services.
Subject to your compliance with the terms and conditions of this Agreement, IGTech365, LLC, Inc. grants to you a non-exclusive, non-transferable, revocable right to access and use the Services. You shall not alter or remove any Marks or IGTech365, LLC, Inc. or LoginGPS.com copyright notices included in the Service.
- Term and Termination.
5.1 This Agreement will continue to apply until terminated by either you or IGTech365, LLC, Inc. as set forth in the General Terms or the Terms and Conditions found on the sales agreement. In addition to the reasons IGTech365, LLC, Inc. may terminate this Agreement with you as set forth in the General Terms, IGTech365, LLC, Inc. may terminate this Agreement if your Services account is used by any third parties.
5.2 Upon expiration or termination of this Agreement, you shall promptly discontinue use of the Services. However, in addition to the sections set forth in Section 13(f) of the General Terms, the following sections of these Additional Terms shall survive any expiration or termination of this Agreement: 1, 3.2, 5.2, 6–8, 22.214.171.124 (Subscription Fees) (solely to the extent any Subscription Fees are due and owing), and 10–12.
- IGTech365, LLC, Inc. Access to Content.
You acknowledge that the Services are automated (e.g., Content is uploaded using software tools) and that IGTech365, LLC, Inc. personnel will not access, view, or listen to any Content, except as reasonably necessary to perform the Services, including but not limited to the following: (a) respond to support and training requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) provide customer feedback on fleet performance; (d) as deemed necessary or advisable by IGTech365, LLC, Inc. in good faith to conform to legal requirements or comply with legal process; or (d) enforce this Agreement, including investigation of potential violations hereof, as further described in Section 7 (Investigations) of the General Terms.
7.1 Use Restrictions. In addition to the restrictions set forth in the General Terms, in connection with your access or use of the Services, you agree not to:
(a) offer hosting services, on a subscription basis or otherwise, the Services, including any related application, (i) to permit a third party not under a standard service contract to use the Services to create, use, view, transmit, or protect any content (b) disclose, harvest, or otherwise collect Information, including e-mail addresses, or other private information or Information about any third party (including Participants) without that party’s express consent;
(c) sell, lease, or rent access to or use of the Services, or otherwise transfer any rights to use the Services under this Agreement (including without limitation, on a timeshare or service bureau basis); or
(d) defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
8.2 Non-U.S. Residents. You agree and acknowledge that your Information collected through the Services or in connection with the Services is collected on behalf of IGTech365, LLC, Inc. and may be transferred across national boundaries and stored and processed in any of the countries around the world in which IGTech365, LLC, Inc. maintains offices, including the United States.
8.4 Storage and Use of Information. IGTech365, LLC, Inc. stores your Information (including information described in Section 8.3 (Types of Information Collected)), Content, and the Information of Participants in accordance with IGTech365, LLC, Inc.’s then-current storage policies. If you have concerns about such storage policies, please contact: email@example.com. IGTech365, LLC, Inc. may delete, as applicable, all or portions of your Information or Information of Participants upon termination of this Agreement.
8.6 Communications from IGTech365, LLC, Inc. Notwithstanding any communications preferences indicated by you, IGTech365, LLC, Inc. may send to you service-related e-mails regarding service maintenance events or modifications to the functionality or delivery of the Services.
8.7 Information of Participants.
8.7.1 Your Responsibilities Regarding Information of Participants. As between IGTech365, LLC, Inc. and you, you shall have sole responsibility for any and all Information of Participants used and submitted in connection with the Services, and IGTech365, LLC, Inc. shall have no responsibility in connection thereto. You shall comply with all data protection and privacy laws and rules applicable to Information of Participants and your Customers. You shall obtain and maintain consent from Participants (a) to your access, use, or disclosure of Information of Participants; and (b) to IGTech365, LLC, Inc. providing the tools for you to perform the actions described herein. You shall obtain any authorizations from Participants required to enable IGTech365, LLC, Inc. to provide the Services. You shall defend, indemnify, and hold harmless IGTech365, LLC, Inc. from any claim, suit or proceeding brought against IGTech365, LLC, Inc. by a Participant in connection with any acts or omissions with regards to such Information of Participants.
8.7.2 Sensitive Information of Participants. In addition to your responsibilities set forth in Section 8.7.1 (Your Responsibilities Regarding Information of Participants), you specifically acknowledge and agree:
(a) you are solely responsible for compliance with the Children’s Online Privacy Protection Act of 1998, including but not limited to, obtaining parental consent for the collection and use of Information from people under the age of thirteen (13) in connection with use of the Service by you and Participants;
(b) IGTech365, LLC, Inc. (i) is not acting on your behalf as a Business Associate or subcontractor as such terms are used, defined, or described in the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented, (“HIPAA”) when providing and making available the Services to you; and (ii) solely complies with the privacy and security terms described in this Agreement;
(c) you are solely responsible for compliance with HIPAA in connection with Protected Health Information (as such term is defined in HIPAA, the Health Information Technology for Economic and Clinical Health (“HITECH”) provisions of the American Recovery and Reinvestment Act of 2009, and regulations promulgated thereunder, as each may be amended from time to time) obtained or used in connection with use of the Service by you and Participants; and
(d) you are solely responsible for Participants compliance with any data protection and privacy laws and rules applicable to other sensitive information, including but not limited to social security numbers, credit card numbers, employee data, customer data, driver’s license numbers, and bank account information, obtained or used in connection with use of the Service by you and Participants.
8.7.3 Emails to Participants. E-mails related to the Services are generally sent to Participants by you and not by IGTech365, LLC, Inc. As a result, even though certain Participants may have opted-out from receiving communications from IGTech365, LLC, Inc., such Participants may receive certain Service-related e-mails sent by you. In addition, if applicable, IGTech365, LLC, Inc. may send e-mails to Participants in your name as your agent, at your request, and on your behalf. You are solely responsible for such e-mails and the contents thereof.
- Service Specific Terms.
The terms in this Section 9 (Service Specific Terms) apply only to the specific Services, offerings, or IGTech365, LLC, Inc. software and services, as applicable, set forth below. Notwithstanding anything to the contrary herein, in the event of a conflict between the terms of this Section 9 (Service Specific Terms) and any other terms and conditions of the Agreement, the terms of this Section 9 (Service Specific Terms) shall govern, but only to the extent of such conflict.
9.1 IGTech365, LLC, Inc. ConnectNow. You may create a unique URL to access the online portion of the IGTech365, LLC, Inc. ConnectNow service (“ConnectNow”). IGTech365, LLC, Inc. may require you to change the name of such URL in IGTech365, LLC, Inc.’s sole discretion.
9.2 IGTech365, LLC, Inc. Web Services. This Section 9.2 applies to you only if you are a developer who accesses data through our web services.
9.2.1 License to Web Services. Subject to the terms and conditions of this Agreement, IGTech365, LLC, Inc. grants you a limited, revocable, non-exclusive, non-transferable license to (a) view the documentation made available to you by IGTech365, LLC, Inc. at the Web Services page, currently found at http://www.LoginGPS.com/go/acrobat_com_dev_en (“Web Services Documentation”); and (b) call to and use the Web Services in accordance with the Web Services Documentation and the terms of this Agreement subject to fees identified by separate agreement. IGTech365, LLC, Inc. may terminate the license(s) granted in this Section 9.2.1 (License to Web Services) at any time at IGTech365, LLC, Inc.’s sole discretion. IGTech365, LLC, Inc. reserves all rights not expressly granted hereunder.
9.2.2 Your Representations and Warranties Regarding Use of the Web Services and the Web Services Documentation. In addition to your other representations and warranties set forth in the Agreement, you represent and warrant the following:
9.2.3 Commercial Developer Applications. If you intend to use the Web Services Documentation and/or the Web Services in a manner that may violate Section 9.2.2(f) of this Agreement, you may be subject to immediate termination of the license(s) granted to you by IGTech365, LLC, Inc. hereunder. You may, however, request from IGTech365, LLC, Inc. permission for exemption from Section 9.2.2(f) by contacting IGTech365, LLC, Inc. at firstname.lastname@example.org. Please provide a detailed description of Your Application and your intended use of the Web Services and Web Services Documentation. IGTech365, LLC, Inc. will review such requests and may provide an exemption in writing on a case by case basis at IGTech365, LLC, Inc.’s sole discretion. If IGTech365, LLC, Inc. grants you such exemption, such exemption may be subject to your compliance with additional requirements set forth by IGTech365, LLC, Inc.
9.3 Software. In addition to the terms regarding Software in the General Terms, any Software (as defined in the General Terms) that IGTech365, LLC, Inc. makes available from time to time in connection with the Services, such as the Add-In, may be used solely in connection with the Services. You must not use the Software on a timeshare or service bureau basis or host, on a subscription basis or otherwise, the Software.
9.4 Group Offerings. This Section 9.4 (Group Offerings) applies to you only if you obtained a subscription(s) to the Services (whether under a Promotional Program (as defined below) or otherwise) for a third-party individual(s) or from a third-party individual (“Group Offering”).
9.4.1 Information of Third Party Individuals. If you obtained a subscription to the Service for any third party individual, you represent and warrant you have all rights and permissions necessary to provide any Information of such third parties to IGTech365, LLC, Inc., and you shall defend, indemnify, and hold harmless IGTech365, LLC, Inc., manufacturers, suppliers, company officers and employees from any claim, suit or proceeding brought against IGTech365, LLC, Inc. by such third party in connection with any acts or omissions with regards to such Information of such third parties.
9.4.2 Group Use. The first sentence of Section 3.4 (Individual Use) shall be of no effect in connection with use of the Services under a Group Offering. If you obtained a subscription to the Service for any third-party individual, you understand that Content and workspaces contained in such third-party individual’s Services account may not be deleted when such individual’s subscription to the Services under a Group Offering terminates, and it is your sole responsibility to ensure that such individual deletes any Content and workspaces belonging to you from such individual’s Services account.
9.5 Promotional Use of Service. This Section 9.5 (Promotional Use of Service) applies to you solely if IGTech365, LLC, Inc. granted to your special access privileges to the Services under a special program (each, a “Promotional Program”).
9.5.1 Promotional Program. In addition to the other terms of this Agreement, as a user of the Service under a Promotional Program, your right to access and use the Service under a Promotional Program is limited as provided in the e-mail communication to you from IGTech365, LLC, Inc. acknowledging your right to use the Service under a Promotional Program, or as otherwise provided by IGTech365, LLC, Inc. to you upon your enrollment in a Promotional Program (each, a “Promotional Program Communication”). Promotional Programs may be offered by IGTech365, LLC, Inc. at a later time with different features or capabilities, for a fee, or not at all, as determined by IGTech365, LLC, Inc. in its sole discretion.
9.5.2 Termination of a Promotional Program. Your right to use the Service under a Promotional Program shall terminate immediately upon expiration of the limited time period granted in a Promotional Program Communication. In addition, IGTech365, LLC, Inc. reserves the right, for any reason in its sole discretion without prior notice, to discontinue or suspend any Promotional Program or your use of the Service under a Promotional Program. Your rights and the rights of Participants to access Content submitted to your account and processed by the Service under a Promotional Program may change or terminate, as applicable, immediately upon termination of your right to use the Service under a Promotional Program.
9.6 Subscription Services. This section 9.6 (Subscription Services) applies to you solely if you are a purchaser of a subscription to use additional functionality of a Service(s) according to the subscription option to which you subscribe (“Subscription Services”).
9.6.1 License to use Subscription Services. Per the terms of this Agreement, IGTech365, LLC, Inc. grants to you a license to use the Subscription Services.
9.6.2 Payment for Application Access Subscription Services.
126.96.36.199 Application Access Fees. Use of the Subscription Services is subject to your payment of fees (the “Subscription Fees”), which may vary according to the subscription option to which you have subscribed and/or the period of time for which you have elected to pay for the Subscription Services (the “Subscription Term”). For purposes of clarification, certain basic functionality of the Services is offered by IGTech365, LLC, Inc. free of charge per the terms of the Agreement. IGTech365, LLC, Inc. will collect the Subscription Fees for the Subscription Services in advance of each Subscription Term. You are responsible for paying all taxes levied in connection with your use of the Subscription Services. Your payment card company or bank may impose on you other fees in connection with your payment of the Subscription Fees, and IGTech365, LLC, Inc. has no connection to or responsibility for such fees.
188.8.131.52 Automatic Renewal of Subscriptions. Your subscription to the Subscription Services will automatically renew at the end of each Subscription Term as outlined by the Terms and Conditions agreed to on the latest order. On the subscription renewal date, IGTech365, LLC, Inc. will automatically charge your payment card for the next Subscription Term (“Billing Date”). You can find your Billing Date in the “Your Subscriptions” area of the IGTech365, LLC, Inc. store. You may also terminate the auto-renewal of your subscription with 30 days’ written notice prior to the end of the Subscription Service. You will have access to the Subscription Services until the end of your then-current Subscription Term.
184.108.40.206 Payment Cards. As a condition to your right to use the Subscription Services, you must provide IGTech365, LLC, Inc. with a valid payment by card number belonging to you from a card issuer that IGTech365, LLC, Inc. accepts with available funds sufficient to pay the applicable Subscription Fees or by check. Such card must be associated with a valid address located in a jurisdiction into which the LoginGPS.com store sells IGTech365, LLC, Inc. products and services. IGTech365, LLC, Inc. may seek validation of your payment card account prior to your first purchase. In the event that you cancel this payment card or it is otherwise terminated, you must provide IGTech365, LLC, Inc. with a new valid payment card before the next Billing Date in order to avoid interruption in your access to the Subscription Services. IGTech365, LLC, Inc. may elect not to renew your subscription until a current valid payment card with sufficient funds is provided or payment is received by check or funds transfer.
220.127.116.11 Changes in Price and/or Terms. IGTech365, LLC, Inc. may at any time, upon notice required by applicable law, (a) change the price of subscriptions for the Subscription Services or any part thereof; (b) institute new charges or fees after the Subscription Service term; or (c) change these Additional Terms. Price and Subscription Terms changes, and institution of new charges implemented during your subscription term, will apply to subsequent Subscription Terms and to all new subscribers after the effective date of the change. If you do not agree to any such changes, then you must terminate your subscription to the Subscription Services and stop using the Subscription Services. Your continued use of the Subscription Services after the effective date of any such change shall constitute your acceptance of such change.
18.104.22.168 Collection of Service Fees. You agree that in the event IGTech365, LLC, Inc. is unable to collect the Subscription Fees owed by you to IGTech365, LLC, Inc. for the Subscription Services, IGTech365, LLC, Inc. may take the steps it deems necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by IGTech365, LLC, Inc. in connection with such collection activity.
9.6.3 Termination of Subscription Services.
22.214.171.124 Termination by IGTech365, LLC, Inc. In addition to the rights IGTech365, LLC, Inc. retains in Section 5 of these Additional Terms to modify or terminate the Subscription Services, your Services account, the Agreement, or these Subscription Terms, IGTech365, LLC, Inc. may also at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Subscription Services and these Subscription Terms upon your failure to pay any Subscription Fees owed by you. Any termination or suspension described in this Section (Termination by IGTech365, LLC, Inc.) shall be made by IGTech365, LLC, Inc. in its sole discretion, without any refund to you of any prepaid Subscription Fees or amounts, and IGTech365, LLC, Inc. will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Subscription Services.
126.96.36.199 Account Reinstatement. Except in the event of certain material breaches by you of the Agreement, as determined by IGTech365, LLC, Inc. in its sole discretion, you may re-subscribe to the Subscription Services at any time following the termination of your Subscription Services account.
- Availability of the Services. IGTech365, LLC, Inc. uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond IGTech365, LLC, Inc.’s control. IGTech365, LLC, Inc. will take reasonable steps to minimize such disruption, to the extent it is within IGTech365, LLC, Inc.’s reasonable control. The Services may not be available in all languages.
- DISCLAIMER OF EQUIPMENT WARRANTY & LIMITATION OF LIABILITY. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY KIND. Some states do not allow limitations on warranties, so the above limitation may not apply. COMPANY IN NO CASE SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, ATTORNEY FEES OR SIMILAR DAMAGES ARISING FROM ANY BREACH OF WARRANTY, EVEN IF COMPANY (OR ITS AGENTS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no case, shall Company’s liability exceed the price paid for the goods or services included.
- Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by and enforced in accordance with the laws of the State of Florida, USA WITHOUT REGARD TO ITS CONFLICTS OF LAWS and VENUE [jurisdiction] of any dispute INVOLVING [between] the Company and Customer or End User will be in a court in HILLSBOROUGH COUNTY in the state of Florida. Collection related disputes will be resolved in court or through arbitration at the Company’s discretion. The Customer agrees to pay reasonable legal fees, court costs, interest at the annual percentage rate listed, and collection fees related to the debt collection process. Both parties agree to abide by the decision of the arbitrator. Court costs and other legal fees shall be incurred by the Customer and each party will pay their respective legal (attorney) counsel fees without reimbursement from the other party regardless of the arbitrator’s or court’s decision. The burden of proof of payment or any other burden of proof shall be on the Customer. If a dispute arises with provisions not relating to past due invoices or collections, both parties agree to arbitration as outlined by the American Arbitration Association. Court costs and legal fees shall be incurred by the Customer and each party will pay their respective legal counsel (attorney) fees without reimbursement from the other party regardless of the arbitrator’s decision. The burden of proof shall be on the Customer. NEITHER PARTY NOR ANY AFFILIATED COMPANY OR ASSIGNEE SHALL HAVE THE RIGHT TO OFF SET THIS AGREEMENT, OR ANY WARRANTY OR OTHER CLAIMS THAT ARISE UNDER THIS AGREEMENT OR OTHERWISE.