The following terms apply to US users:
THESE TERMS AND CONDITIONS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND INTTRA Inc., a Delaware corporation with its principal place of business at One Upper Pond Road, Morris Corporate Center 2, Building D, Parsippany, NJ 07054 USA (“INTTRA”) AND GOVERN THE USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU.
These Terms shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to the conflict of laws rules thereof. Each of the parties irrevocably submits to the exclusive jurisdiction and venue of the courts of the U.S. District Court for the Southern District of New York and waives any objection to venue in such court. If such court lacks subject matter jurisdiction, the parties irrevocably submit to the exclusive jurisdiction and venue of the state courts of New York encompassed within New York County.
The following terms apply to non-US users:
THESE TERMS AND CONDITIONS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND AVANTIDA N.V, having its principal place of business at Sint-Pietersvliet 3 bus 8, 2000 Antwerp, Belgium; company registry number 0500492779 (“Avantida”) AND GOVERN THE USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU.
These Terms are governed by and shall be construed in accordance with Belgian law. You expressly agree to submit any dispute arising out of or in connection with these Terms and/or the Service to the exclusive jurisdiction of the Courts of Antwerp.
The following terms apply to all users:
“Service Provider” shall mean either INTTRA or Avantida, whichever is applicable to You based on the above terms, and its affiliates. In these Terms, Service Provider may also be referred to through the use of “We” or “Our.”
By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting any person or Entity to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and expressly representing and confirming to Service Provider that You have the authority to bind such Entity and its affiliates to these Terms. If you do not have such authority, or if You do not agree to these Terms, you are prohibited from using the Service and Site and should immediately exit.
Account: means all accounts or instances created by or on behalf of a Subscriber to use the Service.
(b) Other Services: means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which You may connect to or enable in conjunction with the Service, including, without limitation, certain Other Services which may be integrated directly into Your Service.
(c) Service: means the cloud applications and underlying services provided by Service Provider. Any updates or enhancement and any new or modified features added to or augmenting the Service (“Updates”) are also subject to these Terms. We reserve the right to deploy Updates at any time.
(d) Site: means avantida.com, portal.avantida.com,and all other websites owned or operated by Service Provider or its affiliates through which Service Provider or its affiliates provide the Service.
(e) Software: means software provided by Service Provider (either by download or access through the internet) that allows a User to use any functionality in connection with the Service.
(f) Subscriber: means the individual or Entity registering for or using the Service and/or Site.
(g) User:means the Subscriber and those individuals and Entities which are authorized by Subscriber to access and/or use the Service through its Account. The terms “You,” “Your” or related capitalized terms herein shall refer to the “User”. Your Data: means all electronic data, text, messages or other materials submitted to the Service by You in connection with Your use of the Service.
2. LICENSE; ACCEPTABLE USE; USE REQUIREMENTS
2.1 During the period that You have access to the Service You are obligated to comply with these Terms. You have the right to access and use the applications of the Service for which You have registered.
2.2 A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, browser software that supports protocols required to use the Service, including Secure Socket Layer (SSL) protocol or other protocols, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Service Provider or its affiliates. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.3 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, except in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party other than agents or end users; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any sponsorship or association with Service Provider, (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (j) try to use, or use the Service in violation of these Terms; (k) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; and/or (l) use the Service to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103.
2.4 The Subscriber is responsible for compliance with the provisions of these Terms by any User and for any and all activities that occur under their Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Access to and use of the Service is restricted to the specified number of individual Agents permitted under Your account to the Service. You agree and acknowledge that You will be identified by a unique username and password (“Login”) and that a Login may only be used by You. You are responsible for maintaining the confidentiality of all Login information for Your Account.
2.5 In addition to the rights set forth in Section 7, Service Provider reserves the right, in its reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service of which Service Provider will use commercially reasonable efforts to notify You in advance (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account or use of the Service. It is our objective to schedule Planned Downtime for off-peak hours.
3. DATA PRIVACY AND CONFIDENTIALITY
3.1 All information disclosed by You to Service Provider or by Service Provider to You which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure will be considered“Confidential Information”. For the purpose of these Terms, Your Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
3.2 Subject to the express permissions of these Terms, the Subscriber and Service Provider will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as it protects its own Confidential Information, but with no less than a reasonable degree of care. Except if otherwise expressly permitted pursuant to these Terms, Confidential Information may only be used to exercise the rights and perform the obligations under these Terms. Such Confidential Information may only be disclosed to our respective employees, representatives and agents who need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
3.3 Service Provider will maintain commercially reasonable safeguards to protect the security, confidentiality and integrity of Your Data. These safeguards include encryption of Your Data in transmission, except for certain Other Services that do not support encryption, which You may link to through the Service at Your election. Service Provider’s compliance with the provisions of this Section 3.3 shall be deemed compliance with Our obligations to protect Your Data as set forth in Section 3.2.
3.4 You agree that Service Provider and the service providers We use to assist in providing the Service to You, shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations. Service Provider may also access or disclose information about You or Your Account, including Your Data, in order to (a) comply with the applicable law or regulation, or respond to lawful requests or legal process; (b) protect Service Provider’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service.
4. INTELLECTUAL PROPERTY RIGHTS
Each party shall retain all rights, title and interests in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Service as expressly stated herein, all rights, title and interests in and to the Service and all hardware, software and other components of or used to provide the Service, including all related intellectual property rights, will remain with and belong exclusively to Service Provider and its affiliates. Service Provider and its affiliates shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You. INTTRA, Avantida and their products and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Avantida, INTTRA or their affiliates (collectively, “Marks”), and You may only use such Marks to identify You as a User; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Service Provider, its services or products.
5. THIRD PARTY SERVICES
5.1 If You decide to enable, access or use Other Services, Your access and use of such Other Services are governed solely by the terms and conditions of these Other Services, and We do not endorse, agree, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against Service Provider with respect to such Other Services. Service Provider is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services.
5.2 You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting Service Provider to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.
6. BILLING AND PAYMENTS
6.1 Registration to the Service is free of charge. The use of the Service is subject to a Pay Per Use (PPU) system. Any and all use of the Service is preceded by your uploading of the contractually agreed credits into your account after which Service Provider will issue an invoice; these credits will be debited from your account after completion of each Service. At the time You register you will select a base currency from the list of supported currencies. Your account and all of Your credits and debits will be denominated in this base currency. Service Provider reserves the right to require you to select a certain base currency based on Your use or otherwise limit the choices of base currencies available to You.
6.2 Credits are payable upon Your request; provided that You may only request a credit pay out once every 60 days. Once You request a refund, Service Provider will set aside those funds so that You will no longer be able to access them within Your account and will process the payment. You should receive payment within 30 to 60 days after this request via a transfer to the bank account information in Service Provider’s records at the time you made the request. The transfer will be in the base currency that your account is denominated in and the amount will be for the amount requested on the day you made the request, less a deduction of: for US Subscribers a $35 administrative fee; and for EU and other non-US Subscribers 25 euros administration fee, VAT excluded.
6.3 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (“Taxes”). You are responsible for paying Taxes except those assessable against Service Provider based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced. For our EU and other non-US customers, Our charges include VAT where VAT is required to be assessed.
6.4 If You pay by credit card, You will receive an invoice upon receipt of payment by Service Provider. Service Provider uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for Service Provider. Your credit card information will not be stored by Service Provider or the aforementioned third-party intermediary.
6.5 Notwithstanding the terms in 6.1 regarding all use of the Services requiring spending credits, in certain instances, You may be presented with an offer through the Service whereby You would receive a credit to your account instead of Service Provider debiting your account (“Credit Transactions”). You are only eligible to participate in Services that would result in a Credit Transactions and only eligible to receive credits from Credit Transactions if You agree to the self-billing terms as set forth in Section 6.7.
6.6 In the that a currency conversion is required, Avantida will perform the conversion at the bank rates applicable on the transaction date plus a currency conversion premium paid to Service Provider.
6.7 You may wish to participate in certain Credit Transactions where to facilitate such transactions You and Service Provider agree to self-billing. Self-billing is a process where, for the convenience of You and Service Provider, Service Provider will issue invoices on your behalf for Credit Transactions. The process may have certain VAT or similar sales tax implications for You. You hereby agree to the following self-billing terms and conditions:
(a) As self-biller, Service Provider will: (i) issue self-billed invoices for all Credit Transactions performed by you until the expiry or termination of this Agreement showing Your name, address and, where VAT is applicable, Your VAT registration number, together with all the other details which constitute a full VAT invoice; (ii) make self-billed invoices available to You via the Site; and (iii) amend the self-billing accordingly in the event that You inform us that Your VAT registration number changed;
(b) You shall: (i) accept invoices raised by Service Provider on Your behalf until expiry or termination of this Agreement; (ii) not raise invoices for the Credit Transactions covered by this Agreement; (iii) where VAT is applicable, notify Service Provider immediately if You change your VAT registration number, cease to be VAT registered, or sell your business, in whole or part; (iv) notify Service Provider within 30 of any dispute in relation to the self-bill invoice, after 30 days all invoices are deemed irrevocably accepted by You; (v) be liable for all costs, claims, damages and expenses incurred by Service Provider directly or indirectly arising out of or in connection with Your breach of this section 6.7.
(c) Where You have told Service Provider that you are VAT registered You warrant and undertake that You are VAT registered as described to Service Provider.
(d) You agree that all self-billed invoices shall be inclusive of any VAT or other applicable sales taxes.
(e) Service Provider may outsource the self-billing process to a third party in its discretion and Service Provider shall inform You if we do so by posting a notice of such on the Site, Service Provider will not notify You directly.
(f) Notwithstanding any other provision of the Agreement, either party may disclose these self-billing terms of this Agreement to any tax authority upon the demand of any tax authority with the authority to require such disclosure.
7. CANCELLATION AND TERMINATION
7.1 Either You or Service Provider can terminate Your Account and access to the Service, in accordance with these Terms.
7.2 If you elect to terminate or cancel Your Account, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once Your Account is terminated.
7.3 Service Provider reserves the right to modify, suspend or terminate (i) the Service (or any part thereof); (ii) Your Account or (iii) Your rights to access and use the Service if (a) We believe that You have violated these Terms; (b) a government agency requests and/or orders Us to; (c) any unexpected technical or security issue or problem arises; (d) You participate in fraudulent or illegal activities or are suspected thereof. Any such modification, suspension or termination shall be made by Service Provider, at its sole discretion.
7.4 We reserve the right to remove, disable and/or discard any of Your Data at Our sole discretion under any circumstance provided for in Section 7.3.
7.5 Unless legally prohibited from doing so, Service Provider will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Service Provider shall not be liable to You or any other third party for any damages that may result from or arise out of such modification, suspension or termination of Your Account and/or access to the Service or any removal or disablement of Your Data.
7.6 Any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities at Our sole discretion.
8. DISCLAIMER OF WARRANTIES
The Site and the Service, including all server and network components are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by the applicable law. SERVICE PROVIDER expressly disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that SERVICE PROVIDER does not warrant that the service will be uninterrupted, timely, secure, error-free or free from viruses or other Malicious Software. No information or advice obtained by you from SERVICE PROVIDER or through the Service shall create any warranty.
9. LIMITATION OF LIABILITY
9.1 Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will We, Our affiliates, officers, directors, Service Providers or licensors be liable to You or any third party for loss or damage resulting or arising from negligence, gross negligence committed by Our agents or employees. This includes (but is not limited to) any direct, indirect, incidental, special, consequential, or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by User or third party in connection with these terms or THE SERVICE, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
9.2 Notwithstanding anything to the contrary in these terms, SERVICE PROVIDER’s aggregate liability to You or any third party arising out of these terms or otherwise in connection with any subscription to, or use or employment of the service, shall in no event exceed the PPU charges paid by you during one (1) month prior to the first event or occurrence giving rise to such liability. You acknowledge and agree that the essential purpose of this section 9.2 is to allocate the risks between the parties and Service Provider has relied on these limitation in determining whether to provide you the rights to access and use the service at the offered price.
9.3 If the exclusion of implied warranties or limitation of liability for incidental or consequential damages is not allowed, SERVICE PROVIDER’s liability will be limited to the greatest extent permitted by law.
9.4 you agree that any claim or cause of action arising out of or related to your use of the services or these terms must be asserted within one year after such claim or cause of action arose. you expressly waive any right you may otherwise have under any statute or law for any claims not made within such one-year period.
You will indemnify, defend, and hold Service Provider harmless against any claim brought by a third party against Service Provider arising from or related to (i) Your breach of these Terms; (ii) Your use of the Services; and/or (iii) matters which You have agreed to be responsible for pursuant to these Terms.Avantida will reasonably notiy you of such a claim.
11. ASSIGNMENT AND REVISIONS
11.1 No right or license under these Terms may be assigned or otherwise transferred by You without Service Providers’ prior written consent. The foregoing notwithstanding, upon written notice to Service Provider, You may assign, or otherwise transfer these Terms to any Affiliate which controls, is controlled by, or is under common control with You, or to the surviving entity as a result of a merger, acquisition or reorganization of all or substantially all of Your assets or stock provided such entity is not deemed by Service Provider to be a direct competitor of Service Provider and agrees in writing it will be bound by these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the successors and assigns of You and Service Provider. We may, without Your consent, assign Our agreement with You provided that any such assignee or successor agrees to fulfil its obligations pursuant to these Terms.
11.2 If these Terms are amended by Us, the amended version will supersede prior versions. We will notify You of any such amendment by posting such notice on the Site and/or by email. Your continued use of the Service following the effective date of any such amendment may be relied upon by Service Provider as Your consent to any such amendment.
If any provision of these Terms is declared unenforceable or invalid, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law. The remainder will continue to be valid and enforceable.
Sections 2, 3, 4, 9, 10, and 11 shall survive any termination of these Terms. Termination shall not limit Your or Service Provider’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
All notices to be provided by Service Provider to You under these Terms may be delivered in writing (i) by mail to the contact mailing address provided by You on any Form; or (ii) by electronic mail to the electronic mail address provided for Your Account. All notices to be provided by You to us have to be in writing by mail to Service Provider’s address, as set forth at the beginning of these Terms. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or upon the date of mail receipt.
15. ANTI-CORRUPTION AND COMPLIANCE
Customer shall comply with and shall ensure that all Affiliates comply with (a) all national or international laws and regulations, which are applicable to the provision or use of the Services, including, those relating to export control, terrorism, anti-money laundering, occupational health and safety, environmental matters, wages, working hours and conditions of employment, discrimination, data protection and privacy; (b) all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010; and (c) undertake and warrant to the other party that it and its officers, directors, shareholders, employees, agents and other intermediaries, and any other person acting directly or indirectly on its behalf, shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person or any entity for the purpose of (i) securing any improper advantage for either party; (ii) inducing or influencing a public official improperly to take action or refrain from taking action in order for either party to obtain or retain business, or to secure the direction of business to either party; and/or (iii) inducing or influencing a public official to use his/her influence with any government or public international organization for such purpose.
16. GENERAL PROVISIONS
16.1 These Terms constitute the entire agreement between the parties with respect to the subject matter of these Terms and replace and supersede all prior verbal understandings, or written communications or representations, if any, between the parties regarding this subject matter.
16.2 The waiver by either party of a breach or right under these Terms will not constitute a waiver of any other or subsequent breach or right. No waiver of any provision of these Terms will be effective unless it is in a signed writing, and no such waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion.
16.3 The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties. Each party agrees to bear its own costs relating to the Service.
16.4 These Terms was drafted, negotiated, and entered into by the parties in English. Notwithstanding the translation of these Terms into any other language, by any party, for convenience or any other purpose, the English text shall govern and control.