Terms of Service
For InnerPass Document Management System Service and Software
This Agreement (the “Agreement”) is between InnerPass, Inc. (“InnerPass”) and "you":
(i) the individual or legal entity purchasing or opening an account
for InnerPass Document Management System services under this Agreement
("Customer");
or, as the case may be
(ii) the individual accessing or using InnerPass or installing the Software ("User").
You agree to be bound by these Terms of Service by installing,
copying, or otherwise using the Software, or accessing or using the Services.
Please read this Agreement carefully before installing, accessing, or
otherwise using the Software or Services. Please maintain a copy for your
records
Note for Users who are not
Customers: Section 7 (Credit Card Authorization) and Section 19 (Indemnity)
of this Agreement do not apply to you. If your employer is a Customer and has
an existing written agreement with InnerPass ("Written Agreement"),
the Written Agreement will govern (and will be deemed to supersede the
applicable terms of this Agreement) solely to the extent of any conflict
between this Agreement and the Written Agreement.
1. Definitions. All
capitalized terms defined in this Agreement have the meanings set forth herein
"Affiliated Entities"
means InnerPass and any licensors and suppliers providing any part of the
Software and/or Services; and all subsidiaries, affiliates, officers,
employees, consultants, and agents of any of the foregoing.
"Content"
means all data, text, images, sounds, computer programs, and any other
information, including without limitation everything that is uploaded by or
for you in connection with your use of the Services including without
limitation photographs, caricatures, illustrations, designs, icons, articles,
audio clips, trademarks, logos, and video clips.
"Services"
means the Document Management System services acquired by a Customer as
described in the applicable order for such services accepted by InnerPass and
placed with InnerPass directly or via an authorized reseller.
"Site" means
www.InnerPass.com or any successor or parallel web site.
"Software"
means the software and all associated documentation and other materials
provided to you by InnerPass for accessing the Services.
"Term" means
the duration of this Agreement commencing with the earliest of: (i) the date
that InnerPass accepts your order for Services, or (ii) that you first access
or use the Services, or (iii) that you install the Software, and continuing
until the end of the applicable Services period as designated by InnerPass,
subject to earlier termination in accordance with this Agreement.
2. Software License. Subject to your compliance with the terms and conditions of this Agreement, InnerPass
hereby grants you a non-exclusive license during the Term: (i) to install the
Software (in object code and executable code format only), and (ii) to use
such Software (as installed) solely for the purpose of accessing and using
the Services.
3. Access to Services;
Suspension and Termination. Subject to your compliance
with the terms and conditions of this Agreement, InnerPass grants to you a
non-exclusive, revocable right to access and use the Services during the
Term. InnerPass reserves the right to suspend or discontinue without notice
all or a part of the Services (or otherwise terminate this Agreement) at any
time if InnerPass reasonably believes that you are in breach of this
Agreement or may harm InnerPass or anyone else. Upon any cancellation or
expiration of this Agreement, your access and other rights to the Services
will be cancelled and cease. You are prohibited from reselling or acting as a
service bureau for the Services or any component thereof.
4. Ownership of Software,
Services, and Marks. The Software and Services are
licensed, not sold, solely for use under the terms of this Agreement. Except
as specifically set forth herein, InnerPass and the other Affiliated Entities
retain all right, title, and interest, including all intellectual property
rights, relating to or embodied in the Software and Services, including
without limitation all technology, software, and copies relating to the
Software and Services. All graphics, logos, service marks, and trade names,
including third-party names, product names, and brand names (collectively,
the "Marks")
relating to the Software and Services are the trademarks of InnerPass or the
other Affiliated Entities. You are prohibited from using any Marks without
the prior written permission of InnerPass or the applicable Affiliated
Entities. InnerPass reserves all rights not expressly granted in this
Agreement.
5. Restrictions. You
agree not to reverse engineer, decompile, disassemble, translate, or attempt
to learn the source code of the Software or Services. Unless expressly set
forth herein, you may not use, copy, modify, create derivative works of,
distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare,
deliver, or otherwise transfer, directly or indirectly, the Software (in
whole or in part) or any rights in the Services. You may not remove from the
Software or Services, or alter or add, any Marks or copyright notices or
other proprietary rights markings. IF
YOU ARE NOT AN EMPLOYEE, INDEPENDENT CONTRACTOR, OR INVITEE OF A CUSTOMER,
YOU ARE NOT AUTHORIZED TO INSTALL OR OTHERWISE USE THE SOFTWARE OR SERVICES.
6. Scheduled Downtime; No
Training or Technical Support. . The regularly scheduled
maintenance for the Site is every Thursday from 8:00 p.m. to 12:00 a.m.
Friday (Eastern Time). During that time the Services are not available for
use. InnerPass has no obligation under the terms of this Agreement to provide
support or maintenance services in connection with the Software or Services.
7. Credit Card
Authorization; Use Under Your Account. If
you order Services via the Site and are paying by credit card, only valid
credit cards acceptable to InnerPass may be used by you to make payment, and
all refunds will be credited to the same card. Throughout the Term and until
all amounts due have been paid in full, you hereby authorize InnerPass to
charge any credit card provided by you to InnerPass, all amounts due under
this Agreement from time to time, including without limitation, all payments,
taxes, and additional fees. If the card cannot be verified, is invalid, or is
not otherwise acceptable, the Services may be deferred, suspended, or
cancelled by InnerPass without notice and InnerPass may generate invoices for
payment. You agree to update your card information to keep it current at all
times and that InnerPass may submit charges for processing even if the card
appears to have expired. A credit card authorization form must be completed
if you want to pay by credit card. All prices are given and must be paid in
U.S. dollars. All prices exclude applicable taxes, duties, and similar
charges, which will be charged to and paid for by you. You will cause those
who access the Services through your account, including Users, to comply with
the terms and conditions of this Agreement. You agree to pay all amounts due
under this Agreement and to be responsible for all activity in your account
for the Services, including payment of fees incurred at the direction of any
User(s).
8. Electronic
Communications. The Services are conducted electronically and you agree that InnerPass
may communicate electronically with you for matters relating to the Services
and Software, including educational information and notifications regarding
product updates, incentive and rewards programs, training opportunities and
ways to more efficiently use the Service.
9. Updates; Applicable
Terms and Authorization for Auto Updates. InnerPass
may, in its sole discretion, provide, and this Agreement applies to, all
updates, supplements, add-on components, features, or other functionality or
messages related thereto, including without limitation alterations of
functionality, features, storage, security, availability, content, and other
information relating to the Software or Services (collectively, "Updates")
that InnerPass may provide or make available generally to its customers after
the date that Services commence, subject to any additional terms and
conditions provided by InnerPass applicable to such Updates. You hereby
authorize InnerPass to, and agree that InnerPass may, in accordance with InnerPass's
standard Document Management operating procedures, automatically and in good
faith transmit, access, install, and otherwise provide Updates to the
Software upon your access to the Service or Software without further notice
or need for consent. InnerPass has no obligation to, and nothing in this
Agreement may be construed to require InnerPass to, create, provide, or
install Updates.
10. Privacy &
Information Security Policy. The InnerPass Privacy and
Information Security Policy can be accessed within this installation ("Privacy Policy")
and you hereby acknowledge that you have accessed and read the Privacy
Policy, that it is a part of this Agreement, and that it is incorporated
herein by this reference. The Privacy Policy explains how certain information
about you may be processed and used, among many other details. You agree to
the Privacy Policy as if the "you" referenced therein is a
reference to you. If you are a resident of
California
,
InnerPass is required in some circumstances to disclose or provide notice of
invasion of certain security systems. You agree that InnerPass may do so when
required, by either sending an e-mail notification to affected
California
residents, notifying major statewide media of the invasion, or other
appropriate measures. You agree to receive notice by any of these methods.
11. You Retain Ownership of
Content. InnerPass does not claim ownership of any Content. You hereby
grant to InnerPass a nonexclusive, worldwide, royalty-free, fully-paid,
transferable license to host, cache, and display Content solely for the
purpose of providing the Services. Except as licensed in this Agreement, as
between you and InnerPass, you retain all right, title, and interest in and
to the Content.
12. Limited Purpose Access
to Content. You acknowledge that the Services are provided by automated
means (e.g., uploading Content via the applicable software tools) and that InnerPass
personnel will not access or view any Content, except as permitted under the
Privacy Policy or as otherwise necessary to perform the Services, including
but not limited to the following: (i) if during a Services interruption as
necessary to restore the applicable Content at your request; (ii) if you have
requested that InnerPass serve as guest, member, or admin as part of the
Services; or (iii) as deemed necessary or advisable by InnerPass in good faith
to conform to legal requirements or comply with legal process.
13. Representations and
Warranties About Content. You represent and warrant
that you: (i) are the owner or authorized licensee of any and all Content;
and (ii) will not publish, post, upload, or otherwise distribute or transmit
Content that: (a) infringes or would infringe any copyright, patent,
trademark, trade secret, or other proprietary right of any party, or any
rights of publicity or privacy of any party; (b) violates any law, statute,
ordinance, or regulation (including without limitation the laws and
regulations governing export control, unfair competition,
anti-discrimination, or false advertising); (c) is inappropriate, profane,
defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise
unlawful; (d) is harmful to minors or otherwise pornographic; (e) contains
any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files,
or any other similar software, data, or programs that may damage,
detrimentally interfere with, surreptitiously intercept, or expropriate any
system, data, personal information, or property of another.
14. Submissions. You
may submit questions or comments to InnerPass from time to time at e.g.,
support@InnerPass.com. InnerPass reserves the right to edit and post such
questions or comments along with answers, if any. All such communications,
comments, feedback, suggestions, ideas, and other submissions related to the
Software and/or Services submitted to InnerPass (collectively, "Submissions")
will be and remain InnerPass's property, and all worldwide right, title, and
interest in all copyrights and other intellectual property in all Submissions
are hereby assigned (and in the future deemed to be assigned) by you to InnerPass.
15. Confidentiality. You
agree to hold in strictest confidence and not to use or disclose to any third
party, any information designated by InnerPass as confidential or proprietary
or which by the nature of such information would reasonably be considered
confidential or proprietary, including without limitation passwords or access
keys to the Services. You agree that all use of passwords and access keys to
the Services will be attributed to the Customer, even if the Customer did not
actually authorize the use, including uses that incur additional fees.
16. Links to Third Party
Sites. Links within the Site may let you leave the Site and visit
web sites that are not controlled by InnerPass. Neither InnerPass nor any of
the other Affiliated Entities is responsible for any content of any such
linked web site. Links are provided only as a convenience and do not imply
any endorsement by InnerPass or any of the Affiliated Entities.
17. Compliance with
Applicable Law. You agree (i) not to use the Software or Services for any
illegal purposes and (ii) to comply with all applicable local, state,
national, and international laws and regulations, including without
limitation laws relating to privacy, and data protection and public displays
or performances, and United States export laws and regulations regarding the
transmission of technical data exported from the United States through the
Software and/or the Services. You further agree that neither this Agreement
nor any other right or remedy of InnerPass requires InnerPass or any of the
Affiliated Entities to exercise any right or remedy in order to benefit or
protect anyone, although InnerPass reserves the right to do so in its sole
discretion.
18. Use Restrictions. You
agree not to:
(i) use the Services in
connection with chain letters, junk mail, surveys, contests, pyramid schemes,
spamming or any duplicative or unsolicited messages, or any use of
distribution lists to any person who has not given specific permission to be
included in such a process (commercial or otherwise);
(ii) harvest or otherwise collect information
about others, including e-mail addresses, without their express consent;
(iii) use, download, or otherwise copy, or
provide (whether or not for a fee) to a person or entity any directory of InnerPass's
users or other user or usage information or any portion thereof other than in
the context of use of the Services as permitted under the Agreement;
(iv) interfere with any other party's use and
enjoyment of the Services or otherwise use the Services in any manner that
could damage, disable, overburden, impair, or otherwise interfere with or
disrupt the Site or Services or any networks connected to the Services;
(v) attempt to gain unauthorized access to the
Services, other accounts, computer systems, or networks connected to the
Services, through password mining or any other means;
(vi) rent, lease, grant a security interest in,
or otherwise transfer any rights to use the Services under this Agreement;
(vii) reverse-engineer, modify, decompile,
disassemble, translate, or otherwise attempt to derive or view source code
from any part of the Software or the Services;
(viii) defraud, defame, abuse, harass, stalk,
threaten, or otherwise violate the legal rights (such as rights of privacy
and publicity) of others;
(ix) upload, or otherwise make available, files
that contain images, photographs, software, or other material protected by
intellectual property laws, including, by way of example, and not as
limitation, copyright or trademark laws (or by rights of privacy or
publicity) unless you own or control the rights thereto or have received all
necessary consent to do the same;
(x) upload files that contain viruses, Trojan
horses, worms, time bombs, cancelbots, corrupted files, or any other similar
information that may damage the operation of another's computer or property
or information; and
(xi) falsify or delete any copyright management
information, such as author attributions, legal or other proper notices or
proprietary designations, or labels of the origin or source of software or
other material contained in a file that is uploaded.
19. Indemnity. If
you are a Customer, you agree to defend, indemnify, and hold harmless each of
the Affiliated Entities from and against any and all claims, liabilities,
damages, and/or costs (including, but not limited to, fees, costs and other
expenses of attorneys and expert witnesses) arising out of or related to the
Software or Services (including without limitation, any person accessing the
Services using your password or access key), any actual or alleged violation
of this Agreement or applicable law, or any actual or alleged infringement or
violation by you or any person accessing the Services using your password or
access key of any intellectual property or privacy or other right of any
person or entity.
20. DISCLAIMER OF
WARRANTIES. ALL SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND
"WITH ALL
FAULTS" AND WITHOUT ANY WARRANTY.
EACH OF THE AFFILIATED ENTITIES HEREBY DISCLAIMS ALL
WARRANTIES, CONDITIONS, AND DUTIES OF ANY KIND (IF ANY), EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING WITHOUT LIMITATION, ANY OF MERCHANTABILITY, OF FITNESS
FOR ANY PARTICULAR PURPOSE, OF ACCURACY, OF SYSTEM INTEGRATION OR
COMPATIBILITY, OF WORKMANLIKE EFFORT, OR OF LACK OF NEGLIGENCE. THE FOREGOING
DISCLAIMERS INCLUDE, WITHOUT LIMITATION, ANY WARRANTY, DUTY, OR CONDITION THAT:
THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, RELIABLE, AVAILABLE AT ANY
PARTICULAR TIME, SECURE, ERROR-FREE, VIRUS-FREE, OR CORRESPOND TO ANY
CONDITION; THAT MESSAGES OR REQUESTS WILL BE DELIVERED; THAT DEFECTS WILL BE
CORRECTED; OR THAT THE SOFTWARE OR SERVICES, ANY CONTENT, SYSTEMS, SERVERS,
AND INFORMATION THAT IS IN OR UTILIZED BY THE SOFTWARE AND/OR SERVICES WILL
BE FREE OF HARMFUL ASPECTS.
ALSO, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE
WITH ANYONE'S ENJOYMENT OF THE SOFTWARE OR SERVICES OR AGAINST INFRINGEMENT.
21. NO LIABILITY FOR
CONTENT. YOU AGREE THAT NONE OF THE AFFILIATED ENTITIES (as defined
above) WILL BE LIABLE FOR: ANY CONTENT, INCLUDING BUT NOT LIMITED TO CONTENT
THAT IS SENT, RECEIVED, HELD, RELEASED OR OTHERWISE CONNECTED IN ANY RESPECT
TO THE SOFTWARE OR SERVICES; CONTENT THAT IS SENT BUT NOT RECEIVED; ANY
ACCESS TO OR ALTERATION OF CONTENT; ANY CONTENT SENT USING AND/OR INCLUDED IN
THE SERVICES, INCLUDING WITHOUT LIMITATION ANY THREATENING, DEFAMATORY,
OBSCENE, OFFENSIVE, OR ILLEGAL CONTENT; THE CONDUCT OF ANYONE; OR ANY
INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING PRIVACY, INTELLECTUAL PROPERTY,
OR DATA PROTECTION RIGHTS.
22. EXCLUSION OF CERTAIN
DAMAGES. YOU AGREE THAT THE FOLLOWING DAMAGES ARE EXCLUDED AND THAT
YOU WILL NOT BE ENTITLED TO ANY OF THEM: ALL SPECIAL, INCIDENTAL, PUNITIVE,
AND CONSEQUENTIAL DAMAGES; DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR
OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS
OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF
REASONABLE CARE, OR FOR NEGLIGENCE OR NEGLIGENT MISREPRESENTATION; AND FOR
ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER OTHER THAN THE "DIRECT
DAMAGES" DESCRIBED IN SECTION 24 BELOW. THE FOREGOING DAMAGES WILL BE
EXCLUDED EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT
OR PRODUCT LIABILITY, AND/OR BREACH OF CONTRACT OF InnerPass OR ANY OF THE
OTHER AFFILIATED ENTITIES, AND EVEN IF InnerPass OR ANY OF THE AFFILIATED
ENTITIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT
THESE EXCLUSIONS AND THE BELOW LIMITATION ON LIABILITY WILL APPLY EVEN IF ANY
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
23. LIMITATION ON
LIABILITY. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, YOU
AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE
ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE, UP TO THE GREATER OF THE
AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE SERVICES
DURING THE TERM OF THE SERVICES (E.G., QUARTERLY OR MONTHLY) IMMEDIATELY
PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM
(E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR
OTHER LEGAL THEORY) OR ONE DOLLAR (US$1.00).
24. Survivability. Sections 1, 3 (to the extent of any limitations on your rights), and 4-31
will survive any cancellation, termination, expiration, or suspension of this
Agreement.
25. Governing Law;
Exclusive Forum; Jurisdiction. This Agreement and all
causes of action related to the Software or Services will be governed by and
construed in accordance with the laws of the
Commonwealth
of
Massachusetts
,
USA
,
without giving effect to the conflict-of-laws principles thereof that would
require application of the laws of a different state or jurisdiction. You
consent to exclusive jurisdiction and venue in the federal courts sitting in
Massachusetts, unless no federal subject matter jurisdiction exists, in which
case you consent to exclusive jurisdiction and venue in the Superior Court of
Massachusetts. You waive all defenses of lack of personal jurisdiction and
forum non conveniens. You agree that any claim or cause of action arising out
of or related to this Agreement must be commenced by you within one (1) year
after the cause of action arose.
26. Miscellaneous. If
any part of this Agreement is determined to be invalid or unenforceable, then
such invalid or unenforceable provision will be deemed superseded by a valid,
enforceable provision that most closely matches the intent of the original
provision and the allocation of risks, and the remainder of the Agreement
will continue in effect. If any provision(s) is found to be contrary to law,
then such provision(s) will be construed, as nearly as possible, to reflect
the intentions of the parties with the other provisions remaining in full
force and effect. InnerPass's failure to exercise or enforce any right or
provision of this Agreement will not constitute a waiver of such right or provision
unless agreed to by InnerPass in a non-electronic writing manually signed by
a duly authorized officer of InnerPass.
27. Force Majeure. The
Affiliated Entities will not be liable for non-performance or delay in
performance caused by any event reasonably beyond the control of such party
including, but not limited to wars, hostilities, revolutions, riots, civil
commotion, national emergency, epidemics, fire, flood, earthquake, force of
nature, explosion, embargo, or any act of God.
28. Third Party
Beneficiaries; Assignment. The Affiliated Entities
are third party beneficiaries to this Agreement. However, there are no other
third party beneficiaries. No party may assign this Agreement, or any rights
or obligations hereunder, whether by contract, operation of law, or otherwise
without the express written consent of the other party to the Agreement,
except that InnerPass may assign this Agreement to one (1) or more of the
Affiliated Entities without your prior consent.
29. Export Restrictions. You
acknowledge that the laws and regulations of the United States restrict the
export and re-export of commodities and technical data of United States
origin, including the Software and Services. Without limiting the foregoing,
you acknowledge that the Software and Services are or may be an
"encryption item" subject to controls under the Export
Administration Regulations promulgated by the U.S. Department of Commerce.
You agree not to export or re-export the Software or Services in any form in
violation of the export laws of the United States or any foreign
jurisdiction. You will defend, indemnify, and hold the Affiliated Entities
harmless from and against any violation of such laws or regulations.
30. Entire Agreement. The
Agreement (including the Privacy Policy and any related consents provided by
or disclosures provided to you in connection with the Software or Services)
constitutes the entire agreement between InnerPass and you with respect to
the Software and Services and supersedes all other (prior or contemporaneous)
communications and proposals, whether electronic, oral, or non-electronic,
between InnerPass and you regarding them. You agree that any terms or
conditions contained in any document, including but not limited to a purchase
order, acknowledgement, e-mail, or other document that you may now or later
provide to InnerPass, will have no effect and that this Agreement is the only
contract between InnerPass and you regarding the Software and Services and
may only be amended as set forth herein. The application of the United
Nations Convention on the International Sale of Goods is hereby expressly
excluded. InnerPass's performance of this Agreement (including the Privacy
Policy) is subject to existing laws and legal process, and you agree that InnerPass
may comply with law enforcement or regulatory requests or requirements
notwithstanding any contrary term of this Agreement or that policy. A printed
version of this Agreement and of any notice given to you in electronic form
will be admissible in judicial or administrative proceedings based upon or
relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and
maintained in printed form.
31. Amendments. InnerPass
may, at any time, amend the provisions of this Agreement and/or the Privacy
Policy, and you may accept the amended provisions in the manner indicated in
the amendment notice as communicated by InnerPass. Any amendment proposed by
you may only be accepted by InnerPass in a non-electronic writing manually
signed by authorized representatives of the parties. Notwithstanding anything
in this Section 33 to the contrary, if InnerPass posts amended terms on the
Site, such terms will automatically become effective ten (10) days after they
are posted on the Site. By using the Software or the Services after such
revised terms are posted, you agree to be bound by any such amended
provisions. Therefore, you agree to periodically visit the Site to examine
the then-current Agreement (including the Privacy Policy).
Last Updated: February, 2007
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