Navigo Terms of Service
IMPORTANT --
READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE NAVIGO SERVICE, YOU
AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
These Terms of Service (this “Agreement”) are a
legal agreement between the entity by whom you are employed, or whom you
represent (“Customer”), and Interactive Touchscreen Solutions, Inc.(”ITS”),
regarding the use of the Navigo Service identified in a “Proposal” (defined
below) to this Agreement, and ITS’ provision of related services.
•
BY INDICATING YOUR ASSENT TO THIS AGREEMENT (FOR EXAMPLE, BY SIGNING A
PROPOSAL GENERATED BY ITS, CREATING AN ACCOUNT ON NAVIGO CLOUD, OR ABY
UTILIZING THE NAVIGO SERVICE, OR BY INDICATING YOUR AGREEMENT BY CLICKING ON AN
“ACCEPT”, “AGREE” OR SIMILAR BUTTON, OR CHECKING A BOX INDICATING YOUR
AGREEMENT TO THESE TERMS, IN A WEB FORM OR AS PART OF YOUR DOWNLOAD OR
INSTALLATION OF NAVIGO SOFTWARE OR AN ACTIVATION KEY), YOU ARE REPRESENTING AND
AGREEING THAT: (1) YOU HAVE THE AUTHORITY TO BIND THE ENTITY BY WHOM YOU ARE
EMPLOYED, OR WHOM YOU REPRESENT, TO THIS AGREEMENT; AND (2) THE ENTITY BY WHOM
YOU ARE EMPLOYED, OR WHOM YOU REPRESENT, WILL BE BOUND BY, AND BECOMES A PARTY
TO THIS AGREEMENT.
•
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, (1) YOU MAY NOT SIGN
THE PROPOSAL, OR INDICATE YOUR ASSENT IN A WEB FORM OR AS PART OF THE DOWNLOAD
OR INSTALLATION PROCESS, AND (2) YOU MAY NOT INSTALL, USE, COPY OR DISTRIBUTE
THE NAVIGO SOFTWARE.
Description of Service
The Service includes, and is
limited to, a service, web site, or mobile application that allows Customer
access to and use of a single Navigo Cloud Account.
A "Navigo Cloud
Account" or "Account" referred to herein means a service, web
site, or mobile application, provided by ITS, where Customer may use Navigo
Cloud to create, update, and publish information to, data, text, messages or
other materials ("User Content") to Navigo Systems.
Unless explicitly stated
otherwise, any new features that augment or enhance the current Service,
including the release of new tools and resources, shall be subject to the
Agreement. In order to use the Service, Customer must obtain access to the
World Wide Web, either directly or through devices that access web-based
content, and pay any service fees associated with such access. In addition,
Customer must provide all equipment necessary to make such connection to the
World Wide Web, including a computer and modem or other access device.
Customers also understands and agrees that the service may include certain
communications from ITS, such as service announcements, administrative
messages, etc., and that these communications are considered part of the
Service and Customer will not be able to opt out of receiving them. ITS may at
its sole discretion modify the features of the Service from time to time
without prior notice.
Use license
ITS hereby grants Customer the following non-exclusive,
non-transferable, worldwide licenses, without right to sub-license, rent, or
sell for the License Term, and under this license you may not:
•
attempt to decompile, or reverse engineer, or otherwise reduce to human
readable form any software associated with the Service;
•
remove any copyright or other proprietary notations from the materials;
•
register more than one API key at any one time;
•
upload, post, or transmit unsolicited commercial email or
"spam". This includes unethical marketing, advertising, or any other
practice that is in any way connected with "spam", including but not
limited to (a) sending mass email to recipients who haven't requested email
from Customer or with a fake return address, (b) promoting a site with
inappropriate links, titles, descriptions;
•
upload, post or otherwise transmit any material that contains software
viruses or any other computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer software or hardware or
telecommunications equipment;
•
interfere with or disrupt the Service or servers or networks connected
to the Service, or disobey any requirements, procedures, policies or
regulations of networks connected to the Service;
•
take any action that imposes an unreasonable or disproportionately large
load on our infrastructure;
•
exceed the scope of the Service that Customer has signed up for; for
example, accessing and using the tools that Customer does not have a right to
use, or having humans share User logins, or deleting, adding to, or otherwise
changing other people's User Content as an Account holder. If any user is reported
to be in violation with the letter or spirit of these terms, ITS retains the
right to terminate such account at any time without further warning.
If Customer has acquired the Software under a Free Trial
arrangement, then the License is conditioned upon Customer’s use of the
Software solely for its internal, non-production purposes, and solely to
evaluate whether Customer wishes to acquire a fee based license to the
Software.
This license shall automatically terminate if you violate
any of these restrictions and may be terminated by ITS at any time, with or
without cause, with or without notice, effective immediately. Upon terminating
your viewing of these materials or upon the termination of this license, you
must destroy any downloaded materials in your possession whether in electronic
or printed format. All provisions of this Agreement which by their nature
should survive termination shall survive termination, including, without
limitation, ownership provisions, warranty disclaimers, waiver and release,
indemnity and limitations of liability.
Payment
By selecting a paid plan you agree to pay ITS the annual
subscription fees indicated for that service. Payments will be charged on a
pre-pay basis on the day you sign up for a paid plan and will cover the use of
that service for the annual subscription period as indicated. You represent and
warrant that you are authorized or have the permission to pay any fees incurred
from use of the Service.
Unless you notify ITS before the end of the applicable
subscription period that you want to cancel a paid account, your paid
subscription will automatically renew and you authorize us to collect the
then-applicable annual subscription fee (as well as any taxes) using any credit
card or other payment mechanism we have on record for you. If you exhaust the
allocation of API requests included in your plan you authorize us to collect
the then-applicable fee (as well as any taxes) using any credit card or other
payment mechanism we have on record for you in exchange for another block of
API requests.
Fees for Navigo Cloud subscriptions are subject to annual
increases, which will be effective beginning upon the first day of each Renewal
Term. ITS will notify Customer of any increase prior to its becoming effective;
notice may be in a form of an invoice. If Customer objects to the increase,
then Customer may terminate its License; any such termination will be effective
on expiration of the then current License Term. Customer acknowledges that
expiration of any discount or incentive programs to which Customer was
previously entitled do not constitute fee increases.
Refund and cancellation policy
You may cancel your annual subscription at anytime. However,
ITS will not refund subscription fees for the current remaining term or
previous term(s). Your access to Navigo will remain enabled until the end of
the current paid remaining term.
Additional Rights and Obligations
In order to use the Service, Customer must have a valid
Account. To acquire an Account for the Service, Customer must provide ITS with
an electronic mail address and other information ("Registration
Data"). Customer is responsible for maintaining the confidentiality of the
access data for Your Account, and are fully responsible for all activities that
occur under Your Account. Customer will promptly notify ITS of any unauthorized
use of any Software of which Customer becomes aware. In the event of any
unauthorized use by any User, Customer will use all commercially reasonable
efforts to immediately terminate and prevent further occurrences of such
unauthorized use. ITS cannot and will not be liable for any loss or damage
arising from Customer failure to comply with this section. In consideration of
use of the Service, Customer agrees to: (a) provide true, accurate, current and
complete information about Customer as prompted by the Service's registration
form, and (b) maintain and promptly update the Registration Data to keep it
true, accurate, current and complete. If Customers provides any information
that is untrue, inaccurate, not current or incomplete, or ITS has reasonable
grounds to suspect that such information is untrue, inaccurate, not current or
incomplete, ITS has the right to suspend or terminate Customer’s Account and
refuse any and all current or future use of the Service (or any portion
thereof). By using the Service (and registering an Account on the Service), Customer
represents and warrants that Customer is at least 13 years of age, and no one
under the age of 13 may use the Service. Customer is solely responsible for
ensuring that these Terms of Service are in compliance with all laws, rules and
regulations applicable to Customer and the right to access the Service is
revoked where these Terms of Service or use of the Service is prohibited or to
the extent offering, sale or provision of the Service conflicts with any applicable
law, rule or regulation.
Governing Law
This Agreement will be governed by and interpreted in
accordance with the internal laws of the State of Maryland, and, where such
laws are preempted by the laws of the United States, by the internal laws of
the United States, in each case without regard to (a) conflicts of laws
principles, and (b) the applicability, if any, of the United Nations Convention
on Contracts for the International Sale of Goods.
Indemnification
You will defend, indemnify and hold ITS harmless against any
third party claims, liabilities or expenses incurred (including reasonable
attorneys’ fees), as well as amounts finally awarded in a settlement or by a
court arising from any claim or allegation by a third party arising out of (i)
allegations that Navigo use infringes or misappropriates any trademark,
copyright or other intellectual property of any third party, (ii) Customer’s
use of Data, (iii) ITS services that are modified by Customer if the alleged
infringement relates to such modification; (iv) ITS services that are combined
with any Customer product, process or materials where the alleged infringement
relates to such combination; (v) Customer’s use of a version of Navigo other
than the version that was current at the time of such use; (vi) infringement or
misappropriation of any proprietary right in which Customer has an interest; or
(vii) your breach or alleged breach of any of your obligations or
representations under this Agreement.
Limitations
In no event shall ITS or its suppliers be liable for any
damages (including, without limitation, damages for loss of data or profit, or
due to business interruption) arising out of the use or inability to use the
materials on ITS’ website, even if ITS or an ITS authorized representative has
been notified orally or in writing of the possibility of such damage. Because
some jurisdictions do not allow limitations on implied warranties, or
limitations of liability for consequential or incidental damages, these
limitations may not apply to you.
Modifications
ITS may revise these terms of service at any time without
notice. By using this website, you are agreeing to be bound by the then current
version of these terms of service.
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