This is an Agreement (“Agreement” or “Terms and Conditions”) between Information Controls, Inc. (“ICI”) and you (“Client” or “You”), relative to the provision of Products and/or Services. It is Effective on the earlier of the date the Client accepts product, the date the Client starts using a Service, the date these Terms and Conditions are accepted through the download of an Application or update, or the date upon which Client otherwise indicates acceptance to the Terms and Conditions. By accepting these Terms and Conditions, Client’ s representative represents and warrants that he/she has the authority to enter into and bind the Client to this Agreement.
THESE TERMS AND CONDITIONS ALSO BIND YOU FOR THE CONDUCT OF YOUR EMPLOYEES AND USERS. PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. The Terms and Conditions apply to your purchase of products and/or services and support (“Product” or “Services”) sold, licensed or made available by ICI, including its affiliates, subsidiaries or other Channel Partner. By using the Product and/or Service, you accept and are bound to these Terms and Conditions.
By Clicking (or having an end user or someone working on your behalf Clicking) the "Get," “Install” or “Update” button or downloading/installing/using the application/Device/Software, You (a) acknowledge that you have read and understand this Agreement; (b) represent that you are of legal age to enter into a binding agreement or otherwise are permitted to enter into this Agreement; (c) You are authorized to accept the terms hereof; (d) You have explained the Terms and Conditions to any end-user you allow to use the application/Device/Software; (e) You accept these Terms and Conditions on the part of your employees, contractors and anyone working on your behalf; and (f) You accept this Agreement and agree that you are legally bound by these Terms and Conditions.
1.1 "Employee" means Client's employee, agent or contractor. When Services are provided on a per person license, Employee shall include all persons for whom Client has agreed to pay an Employee Licensing Fee. Client is responsible for the actions of its Employee.
1.2 “Device” means Client's or Client’s employee, agent or contractor tablet and smartphone devices. When Services are provided on a per device license, Device shall include all devices for whom Client has agreed to pay a Device Licensing Fee. Client is responsible for the actions of its Device.
1.3 "Services" means the right to access and use ICI Software, our Applications (“Apps” or “Application”), or the User interface provided by ICI, including, but not limited to, mobile Apps, and licensed access and cloud access software. “Service” can refer to any services offered by ICI to you, your employees, contractors and anyone working on your behalf, and which you, your employees, contractors and anyone working on your behalf, use or exploit.
1.4 "Employee Licensing Fee" means ICI's then current fee for each of Client's Employees to access and use the Services as outlined herein when such arrangement is being utilized.
1.5 "Device Licensing Fee" means ICI's then current fee for each of Client's Devices to access and use the Services as outlined herein when such arrangement is being utilized.
1.6 "Software" means the ICI Software and associated modules and Apps authorized for Client access and use under this Agreement.
1.7 "User" means Client Employees who are added to the ICI Software database as an Employee, but given administrative rights. Users will be considered Employees for purposes of incurring Employee Licensing Fees.
1.8 "Personal Data" means any information that can be used to identify, locate or contact an Employee or User that is required to be protected under the applicable law.
1.9 "Data Privacy Policy" means the then current ICI privacy policy. This privacy policy governs all ICI agreements in regards to the controlling, processing, and transferring of Personal Data.
1.10 "Employee License" means the active Employee license of the Software required for a single Employee to use the Services pursuant to the End User License Agreement (“EULA”) contained herein or provided otherwise.
1.11 "Device License" means the active Device license of the Software required for a single Device to use the Services pursuant to the End User License Agreement (“EULA”) contained herein or provided otherwise.
1.12 “Product” means ICI’s products supplied to You or Your Employees, contractors and anyone working on Your behalf and the Applications and software (“Software”) provided to You.
This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by ICI or as provided by ICI for Your acceptance.
Access to and use of this Product are subject to all applicable international, federal, state and local laws and regulations. Client and User agree not to use the Product in any way that violates such laws or regulations.
Client, Employee and User agree not to modify, move, add to, delete or otherwise tamper with the Product in any manner whatsoever, and shall not modify, move, add to, delete or otherwise tamper with any information contained on Product. Client, Employee and User also agree not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in or related to the Product.
By using or accessing this Product, Client, Employee and User agree that other than with respect to the agreed upon non-scheduled, non-recurring collection of data done with the express consent of the applicable company or individual, You will not access the Product in a manner that sends more requests to ICI’s servers than a human can reasonably produce in the same period of time or collect or harvest any personally identifiable information. Client and User agree not to take any action that would improperly limit the number of Employees who use the Product.
Payment for the products may be made by ACH, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by ICI. Invoices are due and payable within the time period noted on Your invoice, measured from the date of the invoice. ICI may invoice parts of an order separately. Your order is subject to cancellation by ICI by ICI’s sole discretion. ICI is not responsible for pricing, typographical, or other errors in any offer by ICI and reserves the right to cancel any orders resulting from such errors. You agree to all of these Terms and Conditions and ICI’s privacy policy and other policies and agreements in consideration for being provided with the Product and/or Services.
In addition to any remedies that may be provided under this Agreement, ICI may terminate this Agreement with immediate effect upon written notice to Client, if Client:
Shipping and handling are additional unless otherwise expressly indicated at the time of sale. If any Products are sold to Client, title to Products shall pass from ICI to Client on shipment from or on behalf of ICI. Loss or damage that occurs during shipping by a carrier selected by ICI is ICI’s responsibility only if shipping insurance was purchased at time of sale. Loss or damage that occurs during shipping by a carrier selected by Client is Client’s responsibility. Client must notify ICI within two (2) days of receiving the Product or acknowledgement if You believe any part of your purchase is missing, wrong or damaged. Unless you provide ICI with a valid and correct tax exemption certificate applicable to Your purchase of Product and the Product ship-to location, You are responsible for sales and other taxes associated with the order. Shipping dates are estimates only.
ICI MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-ICI BRANDED PRODUCTS, SERVICE, MAINTENANCE OR SUPPORT EXCEPT AS OTHERWSIE PROVIDED HEREIN. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY ICI “AS IS” AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY ICI. ICI MAKES NO EXPRESS WARRANTIES EXCEPT AS STATED HEREIN. ICI WARRANTIES ARE EFFECTIVE ON PAYMENT IN FULL, AND ICI IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL ICI RECEIVES PAYMENT IN FULL. ICI MAY REQUEST CANCELLATION OF THIRD-PARTY-BRANDED SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT IF ICI DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.
INFORMATION PROVIDED ON THE PRODUCT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ICI DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE PRODUCT. ICI PERIODICALLY ADDS, CHANGES, IMPROVES, OR UPDATES THE INFORMATION ON THE PRODUCT WITHOUT NOTICE. ICI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE PRODUCT.
THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ICI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ICI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASE, THE EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM IT CAN UNDER THE LAW.
All Software is provided subject to a license agreement/EULA and You agree that You will be bound by such license agreement in addition to these terms. You will also ensure that any Employee and User using the Product or Services will agree to the EULA. Title to the Software shall remain property of ICI. Any modifications, revisions, additions or improvements to the software, regardless of which party has developed the idea for the modification, revision, addition or improvement or has otherwise participated in its creation, shall immediately and automatically become the property of ICI and any Copyrights therein shall be deemed assigned to ICI. Client shall take whatever steps are necessary to secure any such rights from its Employees or Users, if necessary, and agrees to cooperate with ICI to prepare and file any such documents to protect the property for the benefit of ICI. ICI does not agree to permit any unauthorized derivative works.
9.1 End User License Agreement (EULA)
a) License Grant. Subject to the terms of this Agreement, ICI grants you a limited, non-exclusive, and nontransferable license to:
i. download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and
ii. access, stream, download, and use on such Mobile Device the Content and Services (as defined herein) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms and Conditions applicable to such Content and Services.
b) License Restrictions. Licensee shall not:
i. copy the Application, except as expressly permitted by this license;
ii. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application (and if any improvements are created, such improvements are automatically assigned over to ICI without any payment to you, or credit being given to You, all such rights, including copyright, being automatically vested in ICI);
iii. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
iv. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
v. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
vi. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or
vii. use the Application in, or in association with, the design, construction, maintenance, or operation of any other applications which could use, harvest, or impact the data or any biometric information for any improper or illegal purpose.
c) Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. ICI and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
d) Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, or interact with ICI websites, ICI may use automatic means (including, for example, cookies and web beacons) to collect information about your computer, Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others, including the potential for biometric information. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, or by interacting with ICI websites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. We may also collect any information you provide for use in connection with the Application.
e) Content and Services. The Application may provide you with access to Company's website located at www.icico.com or www.informationcontrols.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Use, Privacy Policy and Biometric Information Written Release Form located at www.icico.com/terms-conditions/, www.iciaod.com/app/privacy-policy.html, and www.iciaod.com/app/biometric-release.html which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms and Conditions, Privacy Policy and Biometric Information Written Release Form and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain parts of the Application's features and functionality. Any violation of such Terms and Conditions will also be deemed a violation of this Agreement.
f) Geographic Restrictions. The Content and Services are based in the in the United States and provided for access and use only by persons located in or resident in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws. You agree, however, that this Agreement and your use of the Application will be governed by U.S. and Illinois law.
g) Updates. ICI may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that ICI has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
i. the Application will automatically download and install all available Updates; or
ii. you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. To the extent certain technology is enabled, you agree to the automatic download of Updates.
h) Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). On behalf of you and your employees, your contractors and anyone working on your behalf, you acknowledge and agree that ICI is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. ICI does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. You further understand that the Application may be used in conjunction with other software applications and if identified those providers may have their own terms of use, privacy policies and end user license agreements. On behalf of you and your employees, your contractors and anyone working on your behalf, you agree to abide by those agreements and accept that the ICI may not have any control over those entities and shall have no liability for their conduct or work product. On behalf of you and your employees, your contractors and anyone working on your behalf, you agree that the ICI shall not be responsible or liable for any uses of information collected by Employer.
i) Term and Termination.
The term of the EULA commences when you download/install the Application or acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section.
You may terminate the EULA by deleting the Application and all copies thereof from your Mobile Device.
ICI may terminate this Agreement at any time without notice if it ceases to support the Application, which ICI may do in its sole discretion or in the event that the Time Terminal Provider/User ceases operation of the system. In addition, this EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this EULA or the Agreement.
Upon termination:
Termination will not limit any of ICI's rights or remedies at law or in equity.
j) Export Regulation. The Application or Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
k) US Government Rights. The Application and Software are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
ICI only accepts returns of physical product within ninety (90) days of receipt, provided such product is in its original condition, and has not been damaged. ICI does not accept return of any third party products, unless otherwise agreed. You must contact us directly before You attempt to return a product to obtain a Return Material Authorization Number for You to include with Your return. You must return product to us in its original packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging any product. Additional fees (including restocking fees) may apply. If You fail to follow the return or exchange instructions and policies provided by ICI, ICI is not responsible for product that is lost, damaged, modified or otherwise processed for disposal or resale. At ICI’s sole discretion, credit for partial or damaged returns may be less than invoice. Any services or software purchased directly from ICI such as technical support, trainings, installations, and license keys, if applicable, are non-refundable.
Service offerings may vary from Product to Product. In addition to these Terms and Conditions, ICI and/or its service providers may provide such service and support to You in the United States in accordance with the Terms and Conditions delivered to You. ICI and/or its service providers may in their discretion revise their general and optional service and support programs and the Terms and Conditions that govern them without prior notice to You. ICI has no obligation to provide service or support until ICI has received full payment for the Product or service/support contract You purchased. ICI is not obligated to provide third-party branded service or support, or service or support for any products or services that You purchased through a third-party and not ICI. It is Your responsibility to backup all existing data, software, and programs before receiving services or support (including telephone support). ICI and/or its service providers will have no liability for loss or recovery of data, programs or loss of use of system(s) arising out of the services or support or any act or omission, of Client or third-party including negligence, by ICI and/or its service providers, to the highest extent provided by law. Prior to ICI providing service or support, You represent that Your system(s) does not contain illegal files or data, and You will take no action to introduce any viruses or malware to ICI’s Product.
From time to time, ICI may need to update its software and services, or perform routine maintenance. ICI will make every effort to provide Client with notice of any such scheduled downtime, and will endeavor to schedule such maintenance at a mutually convenient time. In certain circumstances, however, ICI may need to take the services offline for emergency repairs, maintenance or updates. ICI may need to do this to protect its systems and the services, as well as the security of the program for You. You agree that any such outage or downtown will not be considered a breach of this Agreement and will not entitle You to any refund or credit. Should ICI be unable to return the system to provide service after a reasonable time, to be determined in ICI’s discretion, ICI shall work with Client to figure out alternative options. ICI retains the right to terminate the Agreement if mutually agreeable accommodations cannot be reached.
Although ICI may monitor the information on the Product and use such data for analytical purposes, most of the information is intended to be supplied and/or used by the Client, Employee and/or User. ICI makes no warranty as to the accuracy of any such information.
UNDER NO CIRCUMSTANCES SHALL ICI BE LIABLE BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR THE PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ICI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, ICI IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT AND FOR THREE (3) MONTHS OF SERVICE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ICI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION, OR THE FEES ACTUALLY PAID FOR THE PREVIOUS THREE MONTHS OF SERVICE IF CHARGED MONTHLY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ICI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THE ACTIONS OF EMPLOYER FOR ANY INTERACTIONS WITH EMPLOYEE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ICI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AOD CHANNEL PARTNERS OR EMPLOYER CUSTOMERS HAVE ANY LIABILITY ARISING FROM OR RELATED TO ACTIONS TAKEN BY ANY END USER THAT VIOLATE THE EULA, THE TERMS AND CONDITIONS, OR THE EMPLOYER’S CODE OF CONDUCT.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ICI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH CASE, THE EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM IT CAN UNDER THE LAW.
During the term of this Agreement and upon any renewal thereafter, Client shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including but not limited to product liability) in a sum no less than One Million Dollars, ($1,000,000.00) with financially sound and reputable insurance company. Upon ICI’s request, Client shall provide ICI with a certificate of insurance from Client’s insurer evidencing the insurance coverage specified in these terms. The certificate of insurance shall name ICI as an additional insured on the policy for claims made in connection with actions taken by Client, its Employees, and its Users, and for actions that arise out of or are related to Client’s, its Employees’ and Users’ obligations hereunder and otherwise. Client shall provide ICI with thirty (30) days’ advance written notice in the event of a cancellation or material change in Client’s insurance policy. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against ICI’s insurers and ICI.
No waiver by ICI of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ICI. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
ICI shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any terms of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of ICI including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Protecting the privacy of our clients and users of our Products is important to ICI. The ICI Privacy Policy describes how we use and protect information You provide to us.
To the extent that you receive personal information from ICI as part of the services we provide to You, You will only use, retain, or disclose such personal information for the business purposes for which ICI provides or permits personal information access in accordance with this Agreement and our instructions. You will not collect, use, retain, disclose, sell, or otherwise make personal information available for any other purposes or in a way that does not comply with the CCPA. If a law requires You to disclose personal information for a purpose unrelated to the business purpose for which it was provided, You must first inform ICI of the legal requirement and give ICI an opportunity to object or challenge the requirement, unless the law prohibits such notice. You will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the business purpose for which it is provided or another compatible operational purpose.
You must promptly comply with any ICI’s request or instruction requiring You to provide, amend, transfer, or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing. To the extent that You collect personal information that you provide to us for a business purpose, You will always provide a CCPA-compliant notice addressing use and collection methods.
You will reasonably cooperate and assist ICI with meeting ICI’s CCPA compliance obligations and responding to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of Your processing and the information available to You. You must notify ICI immediately if You receives any complaint, notice, or communication that directly or indirectly relates to ICI’s or You compliance with the CCPA. Specifically, You must notify ICI within 10 working days if You receive a verifiable consumer request under the CCPA.
ICI and You will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information. You certify that You understand the CCPA’s restrictions and prohibitions on selling personal information and retaining, using, or disclosing personal information outside of the parties’ direct business relationship, and it will comply with them. You warrants that You have no reason to believe any CCPA requirements or restrictions prevent You from performing under this Agreement.
Data transmitted to and from ICI’s client is encrypted for the user's protection. However, the security of information transmitted through the server and/or cloud can never be guaranteed. ICI is not responsible for any interception or interruption of any communications through the server and/or cloud or for changes to or losses of data. Client, Employee and/or User is/are responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of ICI’s products. In order to protect You and Your data, ICI may suspend Your use of a product or service, without notice, pending an investigation, if any breach of security is suspected.
Client acknowledges and agrees that by providing ICI with any information through the Product, Client consents to the transmission of such information in the U.S. and over international borders as necessary for processing in accordance with ICI's standard business practices and the ICI’s Privacy Policy. Client agrees to secure the agreement of its Employees and Users for the storage and transmission of personal information in the U.S. and over international borders as necessary for processing in accordance with ICI's standard business practices and the ICI Privacy Policy. To the extent biometric information is collected and used, Client shall obtain Written Biometric Information Releases from anyone who is using the system. Client shall also obtain consent from its Employees and Users for ICI to control, store, transmit and process personal information. ICI may request that this be accomplished by the creation of an administrative user account within the host repository of the information/personal data. By creating such user account, Client acknowledges, confirms and represents that it has secured the necessary consent of its Employees and Users.
Access to and use of protected and/or secure area of the Product is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CLIENT AND ICI ARISING FROM OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY THEREOF, THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT, ICI’S ADVERTISING, OR ANY RELATED PURCHASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW.
Client agrees to defend, indemnify and hold harmless ICI and its affiliates, and their officers, directors, employees, agents, affiliates, successors, and assigns, from and against any and all claims, damages, losses, liabilities, judgments, settlements, penalties, fines, awards, costs and expenses, including attorneys’ fees, arising from or related to Your use of the Product, the Application, Software and/or Services. Client agrees to hold harmless, defend and indemnify ICI for any acts or omissions of Client, its Employees and independent contractors, and anyone working on their behalf, which results in a claim being made against ICI, its employees, agents, officers, directors, subsidiaries and affiliates.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these terms, which by their nature should apply beyond their term, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Tampering, Confidentiality, Governing Law, No Third-Party Beneficiaries, Assignment, Amendment and Modification, Disputes, Non-Compete/Non-Solicitation, Insurance, Indemnity and Survival.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.
Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ICI. Any purported assignment or delegation will result in the agreement being voidable and/or voided at ICI’s sole discretion. ICI may assign this Agreement at its discretion and in the event of a transfer of ownership.
This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. This Agreement, the Privacy Policy and Biometric Information Written Release constitute the entire agreement between You and ICI with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application, Software, Services or Product.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIM. IN ORDER TO EXPEDITE AND CONTROL THE COST OF LITIGATION, CLIENT AND ICI AGREE THAT ANY LEGAL OR EQUITABLE DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO CLIENT’S USE OF THE ICI SERVICES OR PRODUCT WILL BE RESOLVED BY BINDING ARBITRATION.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE USE, SALE OR DISTRIBUTION OF THE ICI PRODUCT, WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN A COURT OF LAW, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT. ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF COOK, ILLINOIS, AND UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
ANY DISPUTE OR CLAIM AGAINST ICI ARISING OUT OF THE PRODUCT OR THE TERMS OF THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE OF ACCRUAL OR IT WILL BE DEEMED WAIVED. THIS PROVISION MAY SHORTEN THE STATUTE OF LIMITATIONS IN YOUR JURISDICTION, SO PLEASE TAKE NOTICE.
Client agrees that the terms of this Agreement, the negotiations leading to this Agreement, and any other information provided by ICI of a proprietary business nature, including anything marked confidential, the names of clients, the prices charged, the software code and ICI policies and procedures will remain confidential, and shall not be disclosed to others without the prior, expressed written consent of ICI.
Client further agrees that during the period in which this Agreement is in effect, and for a period of one year after termination, Client shall not solicit any clients of ICI with whom it did not have a prior relationship in order to provide similar services. Client further agrees that is will not solicit or hire away any of ICI’s employees during this same time period.
Client acknowledges that there may be certain employees who cannot utilize this Service without additional accommodations being made. Client shall be solely responsible for ensuring that any accommodations that are needed or required under the Americans with Disabilities Act, and similar state statute or other rule or regulation, are provided to the impacted Employee(s). ICI shall have no responsibility in making any such modifications unless separately contracted for by the Client.
This Agreement may be updated from time to time and Your use of the Application, Software, Services or Product following any sign in shall be deemed Your acceptance of the most recent agreement. The last date that this Agreement shall be listed in the document so that You can know whether You are familiar with the most recent agreement.
Should notice be required to be given to ICI, it should be sent by Certified Mail, Return Receipt Requested, Overnight Mail requiring a signature, or by email followed by Overnight Mail to the following or any other address ICI should inform you about hereafter:
Information Controls, Inc.
PO Box 7147
Rockford, IL 61126
Attn: Director of Operations
E-Mail: Operations@ICICO.com
LAST UPDATED: October 21, 2021