IDenTV’s Terms of Service (the “Agreement”) together with our
By accepting this Agreement, you agree to be bound by this Agreement; if you are an individual acting on behalf of Customer, you represent that you have the authority to bind Customer and enter into this Agreement on Customer’s behalf. If you, as an individual, do not have that authority, or if Customer does not agree with this Agreement, then neither you nor Customer should click to accept and IDenTV does not authorize you or Customer to access or use of IDenTV Services or Support.
- “Confidential Information” means information disclosed by IDenTV to Customer that (a) is marked as confidential or proprietary, or (b) Customer knows or reasonably should know is proprietary or confidential based on the circumstances of disclosure or the nature of the information. For purposes of this EULA, the Software, as well as any performance information, benchmarks, or other analysis relating to the Software, and any feedback you provide us, are all IDenTV Confidential Information, and you have no interest in or rights thereto except as expressly set forth in this Agreement. Customer is not obliged to protect IDenTV Confidential Information that (a) was or becomes publicly known other than through Customer’s breach of this Agreement; (b) was already known by Customer, without confidentiality breach, when disclosed by IDenTV; (c) is rightfully received by Customer from another party with no breach of confidentiality obligations.
- “Customer Data” means all works and materials:
- uploaded to, stored on, processed using or transmitted via the Service by or on behalf of the Customer or by any person or application or automated system using the Customer's account;
- otherwise provided by the Customer directly or indirectly to IDenTV in connection with these terms including any profile information, data, and other content or information.
- “Data Platform” means the web portal where Customer shall have access to the Services and data provided by IDenTV to Customer based on the service level selected by Customer in the “Account” section of the web portal.
- “Intellectual Property Rights” means all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights.
- “Order Form” means the selection of Services made by Customer in IDenTV’s client portal, or any subsequent service selection for additional Services that has been accepted by IDenTV.
- “Services” mean the services provided by IDenTV hereunder, and specified in the “Account” section of the client portal (which are based on different service packages).
- “Support” means support and maintenance services, and any related bug fixes, patches, enhancements, updates, or upgrades to the Services, that IDenTV may (in its discretion) provide to Customer, in an addendum under this Agreement or otherwise, depending on Customer’s License type.
- Service Types. Customer will be granted access to IDenTV’s Data Platform and associated Services once Customer has signed in/created a user profile to the IDenTV Data Platform portal. The Data and Services received by Customer will be based on what service package the Customer has selected.
- Free Trial. Upon initial sign up, Customer will have access to IDenTV’s free Services package (detailed in the Account section of the Web Portal). Customer will have access to the Services in this package and the Data Platform for thirty (30) days, unless Customer purchases a paid package prior to the expiration of 30 days. If Customer has not purchased a paid package and 30 days has expired, Customer will have his access to the IDenTV Services and Data Platform terminated.
- Restrictions on Data Use. Customer agrees to only use the Services and Data Platform for internal business purposes or private purposes, meaning Customer may not modify, adapt, alter, translate, or use the IDenTV data Customer receives to create any derivative works or products, and is prohibited from providing the data or selling the data (whether in a derivative work/product or not) to any third parties without first informing IDenTV. IDenTV may withhold approval of such actions for any reason. IDenTV shall own any derivative works.
- Customer Usage. IDenTV may include code that provides IDenTV with data about Customer’s usage of the Data Platform portal, such as IP address; network speed; CPU type, cores, and memory; total disk space, and disk type and speed (collectively, “Usage Data”). Usage Data will be Customer’s Confidential Information, and Customer consents to IDenTV’s use of Usage Data to assist in supporting Customer (if applicable) and to evaluate Customer’s compliance with this Agreement. For purposes of this Agreement, Customer acknowledges that the Data Platform, its structure, organization, and source code are the property of IDenTV and aspects thereof constitute valuable trade secrets of IDenTV and its suppliers.
- Ownership and Rights. Customer acknowledges that, as between the parties, the Data Customer receives from IDenTV, any derivative works thereof, and all worldwide Intellectual Property Rights therein, are the exclusive property of IDenTV and its suppliers. There are no implied licenses under this Agreement; all rights are specific to the parties and do not extend to their parents, subsidiaries or affiliates, and IDenTV and its suppliers reserve all rights not expressly granted to Customer.
- Delivery. IDenTV will deliver the Services via access to the IDenTV Data Platform, and any other associated delivery methods specified therein. The Services are deemed accepted once Customer specifies consent to this Agreement.
- Payment. Paid subscriptions can be purchased by selecting the desired subscription/service level and then paying a monthly subscription fee for the Term of the Agreement (see section 10). Customer will provide IDenTV with a credit card to activate the desired subscription/service level and authorizes IDenTV to charge the specified card on a monthly basis. Customer may change the credit card on file by contacting IDenTV customer service or e-mail email@example.com.
When Customer registers for a paid subscription, Customer consents to get access to Services at the specified paid subscription level immediately. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the IDenTV Services after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the IDenTV Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
- Taxes. Customer is responsible for payment of all sales, use, value-added, personal property, and other taxes arising out of this Agreement, including duties and similar mandatory payments, except for taxes based on net income.
- Confidentiality. Customer agrees: (i) not to use our Confidential Information except in the performance of its obligations under this Agreement or as otherwise expressly permitted hereunder; (ii) to disclose our Confidential Information only to employees (or third-party subcontractors permitted under this Agreement) who have a need to know it for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than that set forth herein; (iii) to protect our Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its own, but in no event with less care than a reasonably prudent business would exercise and (iv) to promptly notify IDenTV of any actual or potential unauthorized access to or use of IDenTV Confidential Information. Customer may disclose IDenTV Confidential Information without breach of this Section if required by law, court order, or other similar authority, provided that it first provides IDenTV with prompt written notice of the requirement before making the required disclosure, assists IDenTV at IDenTV’s cost in obtaining a protective order, and discloses it only to the extent so required.
- Representations and Warranties.
- Mutual. Each party hereby represents and warrants that it has the right to enter into this Agreement.
- Disclaimers. IDENTV AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE, DOCUMENTATION, DELIVERABLES, OR ANY SERVICES OR SUPPORT WILL BE FREE FROM ERRORS OR BUGS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DO THEY MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SOFTWARE OR THE RESULTS OF SERVICES OR SUPPORT OR ANY DELIVERABLES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IDENTV IS NOT RESPONSIBLE FOR ANY HARDWARE, CLOUD ENVIRONMENT, THIRD-PARTY SOFTWARE, OR OTHER PRODUCTS OR SERVICES PROVIDED BY ANY PERSON OR ENTITY OTHER THAN IDENTV, INCLUDING AS SUPPLIED PERFORMED BY CUSTOMER.TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SOFTWARE (INCLUDING ANY UPDATES OR UPGRADES PROVIDED THROUGH SUPPORT), DOCUMENTATION, DELIVERABLES, SERVICES, AND SUPPORT ARE PROVIDED “AS IS”, AND IDENTV AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT THERETO, INCLUDING, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTIES IN ENTERING INTO THIS AGREEMENT EXCEPT FOR THOSE SPECIFICALLY SET FORTH HEREIN.
- Limitation of Liability.
- Limitation of Claims and Damages. IN NO EVENT WILL IDENTV OR ITS SUPPLIERS BE LIABLE TO CUSTOMER UNDER ANY LEGAL THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF USE OR GOODWILL, INTERRUPTION OF BUSINESS, LOSS OR INACCURACY OF BUSINESS INFORMATION, LOST PROFITS, REGARDLESS OF WHETHER IDENTV OR ITS SUPPLIERS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
- Liability Cap. EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS IN THIS AGREEMENT, THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO IDENTV DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM.
- Acknowledgment. CUSTOMER ACKNOWLEDGES THAT IDENTV’S OFFERING OF SOFTWARE LICENSES, SERVICES, AND SUPPORT TO IT RELY ON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT. BOTH PARTIES AGREE THAT THIS AGREEMENT REFLECTS A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES, AND THAT THE DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENT OF THE AGREEMENTS, IN THE ABSENCE OF WHICH THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE DIFFERENT.
- Indemnification. Customer will defend, indemnify, and hold IDenTV harmless against any claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that IDenTV or its suppliers may incur as a result of a third-party claim arising from or related to Customer’s breach of this Agreement or misuse of the Software.
- Term and Termination. Each subscription is granted for a Term of twelve (12) months. Subscriptions will automatically renew at the end of the subscription period unless Customer notifies IDenTV in writing of its desire to not renew at least sixty (60) days prior to the end of the Term. Either party may terminate this Agreement or any License by written notice if the other party breaches it and fails to cure the breach within thirty (30) days after receiving notice of the breach; for Customer breach of Sections 2 or 5, there is no cure period and IDenTV may terminate immediately by written notice. IDenTV may terminate the Agreement immediately if Customer’s credit card does not work for payment and such inability to pay has not been cured within five (5) days.
Either party may terminate this Agreement for convenience on sixty (60) days’ advance written notice, and IDenTV may terminate on ten (10) days’ advance written notice, if IDenTV becomes aware of any allegation that its Software or its use infringes another’s Intellectual Property Rights. This Agreement and all Licenses terminate automatically if Customer seeks protection from its creditors under the Bankruptcy Code, has a petition for bankruptcy or dissolution or receivership filed against it (if not dismissed within sixty (60) days), or ceases to conduct its business in the ordinary course. Delay in performance will not be considered a breach of this Agreement if such delay is caused by a force majeure event, provided that the affected party uses reasonable efforts to resume performance as soon as reasonably practicable; if the party’s performance is delayed more than thirty (30) days, the other party may terminate this Agreement upon ten (10) days’ written notice.
Upon the termination of this Agreement, Customer will no longer have access to any of the IDenTV Services or the Data Platform. All data acquired by Customer must be destroyed by Customer. The following sections will survive any termination or expiration of this Agreement: Sections 2.4 (Records, Notices, and Restrictions); 2.5 (Ownership); 5 (Confidentiality); 6.2 (Disclaimers); 7 (Limitation of Liability); 8 (Indemnification); 9.2 (Effect of Termination); and 10 (General).
- Entire Agreement. This Agreement forms the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all other agreements between them, whether written or oral, relating to the subject matter of this Agreement. Preprinted terms on any other document (e.g., purchase orders, RFPs, etc.) are null and void and without force or effect.
- Execution and Amendments. This Agreement may be executed or amended electronically, as evidenced by Customer’s clicking to accept the Agreement or any amendment, . The terms in force on the Effective Date of the Order Form shall apply and may be reasonably modified or amended from time to time by IDenTV.
- Waivers and Construction. Waivers will not be binding unless and only to the extent set forth in writing signed by an authorized representative. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be construed to have been adjusted to the minimum extent necessary to cure the invalidity or unenforceability while accomplishing, to the greatest extent possible under applicable law, the objectives of such provision, and all remaining provisions shall remain in effect.
- Independent Contractors. In making and performing this Agreement, the parties act as independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, or employer/employee relationship between them.
- Data Protection. In connection with any Customer Data, you hereby represent and warrant that (a) any personally identifiable information, about your end users that you provide to IDenTV, directly or indirectly, hereunder was, is, and will be collected with the informed consent of such end users, (b) you have obtained all necessary rights, releases, and permissions to provide such Customer Data to IDenTV, and (c) the collection, use, and disclosure of such information by you does not violate any laws or rights of any third party, including without limitation any Intellectual Property Rights, rights of privacy, or rights of publicity, and is not inconsistent with the terms of any applicable privacy policies. IDenTV takes no responsibility and assumes no liability for any Customer Data that you or any other User or third party provides, posts, publishes or transmits over the Service. You shall be solely responsible for Customer Data and the consequences of using, disclosing, or transmitting it, and you agree that IDenTV is only acting as a passive conduit.
- Governing Law and Disputes. The laws of the State of California, without regard to choice of law provisions, govern all matters arising out of or related to this Agreement, and any related action or proceeding, whether in equity or at law, will be instituted only in the U.S. District Court or state court located in San Francisco, CA; each party irrevocably consents and submits to the exclusive jurisdiction of such courts. The parties specifically disclaim applicability of the United Nations Convention on Contracts for the International Sale of Goods.
- Injunctive Relief. The parties agree that that there may be no adequate remedy at law for a threatened or actual breach of Sections 2 or 5, that such breach may irreparably harm IDenTV, and consequently that IDenTV is entitled to seek equitable relief (including an injunction) with respect to any such breach or potential breach, in addition to any other remedies available at law.
- Compliance with Laws; Export. Customer will comply with all applicable laws, regulations, and orders of any governmental authority of competent jurisdiction, including those governing the export or import of technology and the imposition and observance of embargoes, sanctions, and other governmental trade restrictions.
- Government Licensees. Where Customer is, or is acting on behalf of, a unit or agency of the United States government, Customer agrees on behalf of the United States government that (i) the Software and Documentation is “commercial computer software” or “commercial computer software documentation” and (ii) absent a written agreement to the contrary, the government’s rights with respect thereto are limited by the terms of this Agreement, pursuant to FAR §12.12 or DFARS §227.7202-1(a) as applicable.
- Assignment. Customer may not assign any of its rights or obligations under this Agreement, in whole or in part and whether voluntarily, involuntarily, or by operation of law, without IDenTV’s prior written consent; any attempt to do so will be null and void and of no effect. IDenTV may freely transfer, assign, or delegate its rights and obligations under this Agreement. This Agreement is binding upon and intended solely for the benefit of the parties, their successors, and permitted assigns.
- Notices. Any notice required or permitted hereunder shall be in writing and delivered in person or by means evidenced by a delivery receipt. Notices to Customer will be sent to the email or postal address Customer provided during the registration process. Notice to IDenTV must be in writing, directed to IDenTV, LLC, 599 3rd St., Unit 201, San Francisco, CA 94107, with a copy emailed to firstname.lastname@example.org. Either party may change its contact information by written notice to the other party. Customer agrees that IDenTV may communicate with it by email, and that email notices sent to Customer’s email address of record qualify as written notice and are effective upon sending, absent receipt of a bounceback, out-of-office message, error message, or other evidence of nondelivery or delayed receipt.
- Customer Identification. Customer agrees that IDenTV may identify customer as a user of IDenTV products and may use Customer’s name and logo in IDenTV’s customer list, press releases, blog posts, advertisements, and website.
- Customer Story. Customer agrees to participate in the following co-marketing activities: press release (upon launch or other agreed-upon milestone), case study and video testimonial. Customer also agrees to consider IDenTV-sponsored and industry webinar and speaking engagements as may be invited by IDenTV - the participation, timing and content of which to be mutually agreed upon between Parties.
Updated January 1st, 2017