You (User) agree to be bound by the terms of this Agreement, you should check the "I HAVE READ AND AGREE TO THE TERMS OF SERVICE" box during registration with the Service. If you do not agree to be bound by the terms of this Agreement, do not check the "I HAVE READ AND AGREE TO THE TERMS OF SERVICE" box. If you do not check this box, you will not be able to proceed with the registration process for the respective Service and become a subscriber. To the extent you have access to, or are using, a Service without having completed our registration process and clicked on an "I AGREE" button, you are hereby notified that your continued use of the Service is subject to many of the terms and conditions of this Agreement as explained in Section 5 below.
3. Subscription Fees, Payments, Renewals, Refunds, and Upgrades
User may purchase a subscription to either a single incentive plan, or a group of ten (10) plans. All incentive plan subscription fees must be paid in full prior to becoming available to the User. A paid subscription provides the User access to the Services for a period of twelve (12) months following the date of purchase (the â€œSubscription Termâ€). Userâ€™s subscription will not automatically renew at the end of a Subscription Term. Cancellation of Service prior to the end of a Subscription Term will result in no refund to the User. There are no refunds for unused incentive plans. If you elect to upgrade incentive plans or Service to a higher service level, you must pay the difference between the price for lower plan or Service and the higher plan or Service, and your subscription will be extended for a period of one year following the date of the upgrade.
4. Revocable License
You have no ownership rights in any Service. Rather, you have a limited, revocable license to use the Service in object code form (without making any modification thereto) as long as the Subscription Term remains in effect. You acknowledge and understand that you are not granted any other license to use the software embedded in the Service or used to provide the Service.
As a condition of the revocable limited license for the Service you may not: (i) publish, publicly display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Service or any part thereof; (ii) reverse engineer, decompile, translate, adapt, disassemble the Service; (iii) attempt to create the source code from the object code for the Service; (iv) transmit the Service over any network or between any devices; (v) make any portion of the Service into a stand-alone product; (vi) take any action that will infringe on the intellectual property or other proprietary rights of IPB or any third party software provider; or (vii) sublicense, rent, lease, or assign the Service.
Pursuant to Section 17, by uploading a logo into the Service, you grant IPB the right to use and display the logo in connection with providing the Service to you and your authorized users.
5. Limitations on Use of Service
a) Each incentive plan may be used only once, after which time such plan may only be accessed by User for editing, payout calculation, and report generation. Such plan cannot be reused or used to create additional incentive plans.
b) Unused incentive plans remain active and available to User as long as the User maintains an active IPB subscription, as detailed in Section 3 of this Agreement. IPB agrees to store used and unused incentive plans on an expired subscription for a period of thirty (30) days, after which IBP may delete these plans at its discretion. Users will not be able to recover incentive plans once they are deleted by IBP.
c) User and individuals authorized by User shall use the Service for the sole purpose for which Service was intended;
d) User shall not resell or permit another to resell the Service in whole or in part;
e) User shall not use or permit others to use the Service, directly or indirectly, for any unlawful purpose;
f) If User provides its account information to others, or if Userâ€™s account information is in any way acquired by others, User (i) accepts this Agreement on behalf of all persons who use the Service, and (ii) shall have sole responsibility for ensuring that all other users understand and comply with this Agreement.
6. Indemnification by User
User agrees to indemnify and hold IPB and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Userâ€™s use of the Service, Userâ€™s connection to the Service, Userâ€™s violation of the TOS, or Userâ€™s violation of any rights of another.
7. DISCLAIMERS ON WARRANTIES
a) YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICE IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND IPB SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
b) IPB AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IPB OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. LIMITATIONS OF LIABILITY
IPB ASSUMES NO RESPONSIBILITY FOR ANY BUSINESS OUTCOMES OR OCCURRENCES STEMMING DIRECTLY OR INDIRECTLY FROM, OR AFFECTED BY, THE SERVICE. IPB ASSUMES NO RESPONSIBILITY FOR INCENTIVE PAYOUTS MADE IN ERROR USING THE TOOLS PROVIDED IN THE SERVICE. IPB AND THE SERVICE DO NOT GIVE TAX ADVICE. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A PROFESSIONAL FOR TAX ADVICE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IPB AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY (EVEN IF IPB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE IPB PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
9. No Third-Party Beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this agreement.
This Agreement and the Service furnished hereunder may not be assigned by User. User agrees to promptly notify IPB of any changes of ownership of Userâ€™s account(s). IPB may freely assign our rights and obligations under this Agreement with or without notice to User.
11. Termination of This Agreement
Upon termination of this Agreement by either party, User agrees to immediately cease all use of the Service. Upon termination of Service for any reason, IPB reserves the right to delete all your data, files, electronic messages or other customer information that is stored on IPB's or its suppliers' servers or systems. In addition, you may forfeit your account user name, user information, stored plans, reports, and messages. We shall have no liability whatsoever as the result of the loss of any such data.
12. Computer Issues
Your use of the Service may require special software, applications, and/or access to the Internet. It is your sole responsibility to take appropriate precautions to protect your equipment from damage to its software, files, and data as a result of any such virus or other harmful feature. We may, but are not required to, terminate all or any portion of the installation or operation of the Services if a virus or other harmful feature or software is found to be present on your equipment. We are not required to provide you with any assistance in removal of viruses. IPB does not represent, warrant, or covenant that the Service will not cause the loss of files or data, or disrupt the normal operations of any User equipment, including but not limited to your computer(s). For these and other reasons, you acknowledge and understand the importance of backing up all files to another storage mechanism prior to such activities. You understand and accept the risks if you decide not to back up files. The Service is not fail-safe and is not designed or intended for use in situations requiring fail-safe performance. You acknowledge and understand that IPB may not support or be compatible with certain browsers.
13. Access to Your Account
User agrees to allow IPB and its agents the right to enter Userâ€™s account(s) for the purpose of installing, configuring, maintaining, inspecting, upgrading, replacing and removing Service and/or equipment used to generate any of the Service.
User agrees that IPB may list User in a list of IPB customers, which may include testimonial quotations, Userâ€™s name and/or company.
15. Customer Information, Privacy Notice and Security
16. Monitoring of Postings
IPB shall have no obligation to monitor postings made on the site; however, you acknowledge and agree that IPB and its agents have the right to monitor any such postings and including without limitation e-mail, newsgroups, chat, audio, video, and Web content. We reserve the right to remove or refuse to upload, post, publish, transmit or store any information or materials, in whole or in part, that, in our sole discretion, is unacceptable, undesirable or in violation of this Agreement or any applicable law, or to comply with an order from a court or law enforcement or regulatory agency.
17. Intellectual Property
Title and intellectual property rights to the Service are owned by IPB and are protected by United States Copyright Law and trade secret law, and by international treaty provisions. All Web sites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively "marks") of IPB and its affiliates are and shall remain the exclusive property of IPB. Nothing in this Agreement shall grant you the right or license to use any of the marks. All rights not specifically granted to you herein are reserved to IPB and to any third party with ownership rights in software and documentation used in the software. You may not remove any proprietary notice of IPB or any other party from any copy of Software or printed documents. You may not copy, redistribute, resell or publish any part of IPB without express prior written consent from IPB or other owner of such material.
Title and intellectual property rights to any logo uploaded to Service by User are owned by User or the respective rights holder of such logo. By uploading a logo into the Service, you represent that you have obtained permission to do so from the respective owner(s) of such logo image.
18. Binding Arbitration
If you have a dispute with IPB that cannot be resolved through an informal dispute resolution process, you or IPB must arbitrate that dispute in accordance with the terms of this arbitration provision, rather than litigate the dispute in court. Arbitration means you will have a fair hearing before a neutral arbitrator instead of in a court by a judge or jury. You must contact IPB in writing within one (1) year of the date of the occurrence of the event or facts giving rise to a dispute or you waive the right to pursue any claim based upon such event, facts or dispute. You are responsible for all costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses.
You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America applicable to contracts made entirely within California and wholly performed in California, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate court located within the county of Alameda, California. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement and any other documents incorporated by reference constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and they replace any and all prior written or verbal agreements. If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Nothing contained in this Agreement shall be construed to limit IPB's rights and remedies available at law or in equity. If IPB fails to insist upon or enforce strict performance of any provision of this Agreement, it shall not thereby waive any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.