Terms of Service
Last Updated: June 21, 2023
Binding Agreement
These Terms of Service constitute a binding contract between Iteright, Inc. ("Company") and individuals or entities accessing the Services ("Customer"). The agreement governs use by customers, employees, agents, and end users in connection with paid or free trial subscriptions.
By accessing the Services or clicking to accept, customers agree to be bound by these terms. If accepting on behalf of an organization, the individual represents they have authority to bind that entity. Customers without such authority must not accept or use the Services.
1. Services and Support
1.1 Service Provision
The Company will provide software, services, and support on a commercially reasonable basis. During registration, customers identify administrative credentials and select the number of "editor" accounts needed, charged monthly. The Company reserves the right to refuse or cancel trial accounts. Unlimited "viewer" access accounts may be created at no extra charge.
1.2 Commercial Use
Per any Order agreement, customers may provide third-party end users access to Services. The Company may require supplemental Commercial Terms for such arrangements.
2. Restrictions and Responsibilities
2.1 Prohibited Activities
Customers may not: reverse engineer or attempt to discover underlying source code or algorithms; modify or create derivative works; use Services for timesharing or third-party benefit (except as permitted); remove proprietary notices; send spam or unlawful content; store harmful materials; or export Services in violation of U.S. regulations.
2.2 Compliance and Indemnification
Customers represent they will use Services in compliance with this Agreement, applicable Orders, Company policies, and all laws. Customers agree to indemnify the Company against damages, losses, liabilities, and legal fees arising from alleged violations or misuse by customers or end users. The Company may monitor usage and prohibit suspected violations.
2.3 Customer Responsibilities
Customers are responsible for obtaining necessary equipment and maintaining security. Customers must immediately notify the Company of unauthorized account access or security breaches, report any copying or misuse, and not impersonate other users or provide false identity information.
3. Confidentiality; Proprietary Rights
3.1 Proprietary Information Protection
Each party agrees to protect the other's confidential business, technical, and financial information and not use or disclose it without permission. The receiving party must maintain reasonable precautions. These obligations do not apply to information that is publicly available, known before receipt, rightfully disclosed by third parties, independently developed, or required by law.
3.2 Ownership of Rights
Customers own all rights to their data and derived data provided through Services. The Company retains all rights to the Services, software, improvements, inventions, technology, and related intellectual property.
3.3 Data Analysis and Use
The Company may collect and analyze data concerning Service provision, use, and performance. The Company may use this information to improve Services and disclose it in aggregate or de-identified form. The Company complies with its privacy policy at iteright.com/privacy.
4. Payment of Fees
4.1 Fee Structure and Payment
Customers pay fees specified in mutually agreed Orders. Unless otherwise indicated, charges are due monthly in advance. If payment is not received within five business days of notice, the Company may suspend or terminate access.
4.2 Usage-Based Billing
If usage exceeds ordered Editor Accounts or requires additional fees, customers are billed accordingly. The Company may change fees or institute new charges with thirty days' prior notice via email. Customers disputing incorrect charges must contact support within sixty days of the charge.
4.3 Invoice Payment Terms
If invoiced, full payment is due fifteen days after invoice date. Unpaid amounts accrue finance charges of 1.5% monthly or the maximum permitted by law, plus collection costs. Customers are responsible for all taxes except those based on Company net income.
4.4 Recurring Billing Authorization
By paying via credit card or similar instruments, customers authorize the Company or third-party payment providers to bill periodically in advance until subscription terminates. Customers must promptly update payment information for changes.
5. Term and Termination
5.1 Automatic Renewal
The Agreement continues for the initial term specified in the Order and automatically renews for successive periods of equal duration unless either party requests termination at least thirty days before the current term ends.
5.2 Termination for Breach
Either party may terminate upon thirty days' written notice (or without notice by the Company for nonpayment) if the other materially breaches the Agreement. No refunds or credits are provided if customers terminate before the Term ends. Sections surviving termination include accrued payment rights, confidentiality obligations, warranty disclaimers, and liability limitations.
6. Trial Period
Free trial Services are provided at no charge until the earlier of: the trial period end date specified in the Order, or the start of a paid Services term. Customer data or customizations may be permanently lost unless a subscription is purchased.
During free trials, Services are provided "as-available" and "as-is" without any warranty, express, implied, or statutory, including implied warranties of merchantability, fitness for purpose, or non-infringement.
7. Warranty and Disclaimer
The Company uses reasonable efforts consistent with industry standards to maintain Services with minimal errors and interruptions, performed professionally. Services may be temporarily unavailable for scheduled or emergency maintenance, or due to circumstances beyond Company control.
THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICES OR ANY SPECIFIC RESULTS. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS-AVAILABLE" AND "AS-IS," WITH ALL WARRANTIES — EXPRESS, IMPLIED, OR STATUTORY — DISCLAIMED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT WARRANTIES.
8. Indemnity
The Company holds customers harmless from third-party liability for alleged Service infringement of U.S. patents, copyrights, or trade secret misappropriation, provided the Company is promptly notified and given reasonable assistance and control over defense and settlement.
Indemnity obligations do not apply to Services: not supplied by Company; made per customer specifications; modified by customers; combined with other products where infringement relates to the combination; or where Services are not used strictly per the Agreement.
9. Limitation of Liability
THE COMPANY, SUPPLIERS, LICENSORS, AND THEIR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES ARE NOT LIABLE UNDER THIS AGREEMENT FOR: DATA LOSS, CORRUPTION, OR PROCUREMENT COSTS; INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; MATTERS BEYOND REASONABLE CONTROL; OR AMOUNTS EXCEEDING FEES PAID IN THE SIX MONTHS PRIOR TO THE CLAIM, REGARDLESS OF WHETHER DAMAGES WERE FORESEEABLE.
10. Governing Law; Arbitration
The Agreement is governed by Florida law without regard to conflict provisions. Except for Company claims for injunctive relief, disputes are resolved through binding arbitration in English in Hillsborough County, Florida per American Arbitration Association commercial rules. Arbitrators cannot assess punitive damages unless required by law. Decisions are final and enforceable. Each party bears its own costs and shares arbitration costs equally.
11. Miscellaneous
If any provision is unenforceable, it is limited or eliminated minimally so the Agreement remains in force. The Agreement is not assignable by customers without Company written consent, but Company may freely assign. This Agreement completely supersedes prior understandings; modifications must be in writing signed by both parties. No agency, partnership, or employment relationship is created. Notices to customers may be delivered via email or in-Service notifications.
If you have questions about these Terms, contact us at support@iteright.com.