License Agreement Terms
I-Comply ISO License Agreement Terms and Conditions for the usage of services and Website.
Online I-Comply iso End User Licence
I-COMPLY ISO
(“I-COMPLY ISO”)
and
THE PARTY MORE FULLY DESCRIBED IN THE AGREEMENT DETAILS
(End User)
This Online I-COMPLY ISO User Licence Agreement (Licence) is a legal agreement between the End User and I-COMPLY ISO for the provision of the Service by I-COMPLY ISO to the End User. End-User agrees to be bound by the terms of this Licence effective upon (a) End User’s acceptance of I-COMPLY ISO’s Agreement Terms and (b) End User’s payment of the Fee as set out in the Agreement Detail (the “Effective Date”). No access online, installation, or other use of the Online I-Comply iso will occur until the foregoing conditions have been met. When used in this Licence, the term “Party” refers to either I-COMPLY ISO or End User and the term “Parties” refers to both I-COMPLY ISO and End User.
1. ACCEPTING THE AGREEMENT, PAYMENT AND PRIVACY POLICY AND END-USER OBLIGATIONS.
1.1 The End User agrees to pay all invoices received from I-COMPLY ISO for payment of the Licence Fee that are correct and issued in accordance with the provision of the Services, in the time period stated in the Agreement Details.
1.2 If the End User is paying the Licence Fee by instalments, I-COMPLY ISO reserves the right to terminate online access to the Service if an instalment is not paid on time. Any failure by I-COMPLY ISO to terminate access is not a waiver of I-COMPLY ISO’s rights under this clause.
1.3 The End User will provide I-COMPLY ISO with Client Materials and reasonable assistance including, where relevant, instructions and or decisions on queries, to enable I-COMPLY ISO to perform its obligations in the delivery of the Service. The obligation to complete, correct and provide accurate Client Material is the sole responsibility of the End User and I-COMPLY ISO accepts no responsibility or liability in relation to incomplete, incorrect, inaccurate provision of Client Material or any failure on the part of the End User to provide Client Material.
1.4 The End User will take responsibility for and pay for any costs and expenses incurred by I-COMPLY ISO for unanticipated expenses such as third party code licences, domain name registration, that are required to complete the Service.
1.5 The End User must pay for any enhancement to the Service beyond the agreed Specifications, as requested by the End User and agreed by I-COMPLY ISO by email from time to time after the Service commences.
1.6 The End User represents and warrant that that its use of the Service does not violate any applicable law or regulation, and agrees to abide by the entirety of the Agreement, these Licence terms and any Policies and Procedures made by I-COMPLY ISO in relation to use of the Service, as specified in the Agreement Details, and which are incorporated by reference into this Licence.
1.7 Our Privacy Policy details how I-COMPLY ISO handles both personal and business data to protect End User Privacy. By using the Service, the End User warrants that the information provided or entered into the I-COMPLY ISO System can be used in accordance with the I-COMPLY ISO Privacy Policy.
1.8. Any payment overdue after forteen (14) days will be liable to pay interest at the rate of 24.5% of the monies outstanding on a daily basis. This will be also be referred to legal action and debt collection will proceed.
2. GRANT OF LICENCE
2.1 Subject to acceptance of the Agreement and payment of the Fee, I-COMPLY ISO hereby grants to the End User a non-exclusive, non-transferable licence terminable in accordance with the Licence terms to Use (defined below) the Service and the Documentation (Licensed Materials) by way of online access in accordance with the terms and conditions of the Agreement including this Licence.
2.2 The End User irrevocably agrees that it must read the Documentation provided (regardless of media) prior to using the Service. If the End User does not understand the Documentation it must contact I-COMPLY ISO prior to using the Service and inputting Client Material.
2.3 End User acknowledges that any and all right, title and interest to the Intellectual Property in the Licensed Materials is and remains the sole property of I-COMPLY ISO or its licensors and End User will not at any time dispute such ownership.
2.4 Except as provided in this Licence, End User must not do any of the following:
(a) use or permit the Service or Licensed Materials to be used other than in connection with its own internal business purposes;
(b) remove or alter any copyright or other proprietary notices, labels or markings on any of the Licensed Materials or fail to reproduce such notices, labels or markings on any permitted copies of the Licensed Materials;
(c) reverse engineer, reverse compile or disassemble, or permit the reserve engineering, reverse compiling or disassembling of, the Software providing the Service, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Software;
(d) modify, adapt or translate the Licensed Materials, either directly or indirectly;
(e) create derivative works of the Licensed Materials;
(f) rent, transfer or grant any rights to any person in, or permit use or distribution over a network of, the Licensed Materials in any form without the prior written consent of I-COMPLY ISO;
(g) take any action that jeopardises the proprietary rights of I-COMPLY ISO or its licensors in the Licensed Materials;
(h) acquire or seek to acquire any ownership interest in or to the Licensed Materials;
(i) export or re-export the Licensed Materials or any copy thereof in violation of any applicable laws or regulations; or
(j) distribute, license, transfer or assign the licensed materials to any third party, except as specifically agreed by I-COMPLY ISO in writing.
2.5 End User must not copy the Licensed Materials in whole or in part (except as expressly permitted by the terms of this Licence) without the prior written authorisation of I-COMPLY ISO.
2.6 The End User acknowledges and agrees that despite I-COMPLY ISO’ best endeavours the Service may not be available on a continuous basis, and may be unavailable from time to time, due to illness, or other supervening reason. The End User releases I-COMPLY ISO, and agrees to keep it released, from all Claims arising as a result of the Service being unavailable for any period.
2.7 Losing your data is something I-COMPLY ISO engineers against and seeks to avoid, however, I-COMPLY ISO is unable to unconditionally warrant and guarantee that this will not occur. The End User hereby irrevocably covenants and agrees and hereby releases and agrees to keep I-COMPLY ISO released from and indemnified against all Claims that may arise as a result of any loss of data.
2.8 The End User acknowledges and agrees that I-COMPLY ISO is neither responsible for the availability of, nor the content located on or through any non authorised third party locations.
3. CONFIDENTIALITY
3.1 End User hereby expressly acknowledges that the Licensed Materials contain Confidential Information of I-COMPLY ISO and its licensors.
3.2 End User must:
(a) notify I-COMPLY ISO immediately if End User becomes aware of any unauthorised use, or attempted use, in whole or in part, of the Software providing the Service, or the Licensed Materials by any third party; and
(b) in the event of End User’s breach of its obligations under this Licence, without prejudice to the foregoing, take all such other steps as I-COMPLY ISO may reasonably require, as is from time to time necessary, to protect the Confidential Information and the Intellectual Property of I-COMPLY ISO in the Licensed Materials.
3.3 Without prejudice to any other rights or remedies which I-COMPLY ISO may have, End User acknowledges and agrees that, in the event of any breach or threatened breach of this Clause or I-COMPLY ISO is, without proof of special damage, entitled to apply for an injunction or other equitable remedy for such breach or threatened breach, in addition to any damages or other remedies to which it may be entitled.
4. NUMBER OF LICENCES
4.1 The Licensed Materials are licensed, and the Licence Fee calculated, on the basis of the number of employees, or contractors, in the employ or engagement of the End User.
(a) Minimum Licence terms are for 12 months.
(b) Fees are charged on an annual or monthly basis.
(c) If, during the term the number of employees or contractors exceeds the number stated at the commencement of the annual licence period then the Fee charged will be varied by I-COMPLY ISO proportionally.
4.2 Users may not share Use of the Licensed Materials with any other individual or organisation with the exception of the I-COMPLY ISO supplied QR Code which may be made public if that option is selected by the End User when completing the Client Materials.
4.3 Any additional Use of the Licensed Materials beyond that expressly provided in this clause 4 requires the purchase of additional Licences.
5. I-COMPLY ISO WARRANTIES
5.1 I-COMPLY ISO represents and warrants it has the right, title or authority to grant the Licence(s) hereunder.
5.2 I-COMPLY ISO agrees to provide the Service, complying with any Specifications on the Service or Deliverables, and complying with any applicable standards, awards, laws and regulations.
5.3 I-COMPLY ISO does not warrant, guarantee or represent that: (a) the Licensed Materials will meet End User’s requirements; (b) operation of the Software will be uninterrupted or error-free; or (c) installation, access or operation of the Software will not affect other software or systems of End User.
5.4 I-COMPLY ISO’s entire liability and End User’s exclusive remedy for defective Licensed Materials or media, including under the Australian Consumer Law, will be the repair or the replacement of such Licensed Materials or media by either I-COMPLY ISO or its agents or contractors, or, if such Licensed Materials or media fail to be repaired or replaced, termination of this Licence.
5.5 The End User acknowledges and agrees that information provided via the help section or in any other format does not constitute
professional advice and I-COMPLY ISO is not liable for this information.
The content in the help section demonstrates how to use a part of the Licenced Material, and may not work if other items within the system are not configured correctly.
6. END USER WARRANTIES
6.1 The End User represents and warrant to I-COMPLY ISO that it has the legal capacity to enter into the Agreement and be bound by the terms of this Licence;
6.2 The End User further warrants that:
(a) no use of the Service by the End User or authorised Users is to be in breach of any law; and
(b) no Client Material provided by the End User (regardless of medium) will infringe the copyright of third parties.
7. LIMITATION OF LIABILITY
7.1 Except as expressly stated herein, to the fullest extent permitted by law (including under the Australian Consumer Law) I-COMPLY ISO disclaims all warranties, representations, indemnities and guarantees with respect to the Licensed Materials and all components thereof, all service releases, error corrections, upgrades and releases for the software, whether express or implied, arising by law, custom or prior oral or written statements made by I-COMPLY ISO, its representatives, agents or other third parties or otherwise, including the warranties of merchantability and fitness for a particular purpose, other than those set in the Agreement including this Licence.
7.2 Any liability attributable to I-COMPLY ISO is limited to the remedies contained in the Australian Consumer Law (Cth). If such legislation applies, to the extent possible, I-COMPLY ISO limits its liability in respect of any claim to, at its option:
(a) in the case of goods, provided by I-COMPLY ISO in the provision of the Services:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) repair of the goods;
(iii) payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) payment of having the goods repaired, and
(b) In the case of services, the:
(i) supply of the services again; or
(ii) payment of the cost of having the services supplied again.
7.3 Neither I-COMPLY ISO, nor any of I-COMPLY ISO’s directors, employees agents or affiliates will be liable for any Claim, indirect, special, incidental or consequential damages, including, personal injury, property damage, lost profits or other economic loss arising in connection with the Licence and the provision of the Services, and without limiting the foregoing whether arising in respect of loss of data or interruption of business, or any action brought by a third party, even if it has been advised or should have known of the possibility thereof.
7.4 If a number of events give rise substantially to the same loss they are regarded as giving rise to only one claim under this Licence.
7.5 Nothing in this clause 7 confers any right or remedy upon End User to which it would not otherwise be legally entitled, whether at law or in equity.
7.6 All timeframes estimated by I-COMPLY ISO and communicated to the End User are estimates. I-COMPLY ISO will endeavour to provide the Services within estimated timeframes. However, I-COMPLY ISO is not liable for any penalties, monies or hardships otherwise incurred by the End User if the Services cannot be provided within the estimated timeframe.
7.7 I-COMPLY ISO does not accept losses or damages arising from software defects or other errors in the provision of the Service.
7.8 Notwithstanding any clause to the contrary contained herein, the maximum monetary amount payable by I-COMPLY ISO in respect of any and all Claims may by the End User in any annual licence period, including a claim made under the Australian Consumer Law, is limited to the total Fee paid by the End User during the annual licence period during which such Claims were made.
8. INTELLECTUAL PROPERTY INFRINGEMENT
8.1 I-COMPLY ISO will defend End User against any loss, costs, expenses or liability, whether direct or indirect, arising out of a claim by a third party that Use of the Licensed Materials in accordance with the terms of this Licence infringes any Intellectual Property of that third party; except to the extent that the alleged infringement arises out of or is related to: (a) use of the Software in other than its specified operating environment or in combination with any equipment, devices or software not specified in the Documentation as suitable for such use; (b) use of the Software in a manner for which it was not intended; (c) modification of the Software by anyone other than I-COMPLY ISO; or (d) use of other than the most current release of the Software if the alleged infringement would have been prevented by the use of such release.
8.2 End User agrees to:
(a) give notice to I-COMPLY ISO in writing of any claimed infringement as soon as practicable upon becoming aware of the same;
(b) give I-COMPLY ISO the sole conduct of the defence to any claim or action in respect of any such claim and all negotiations for its settlement and must not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise such claim or action except with the written consent of I-COMPLY ISO (such consent not to be unreasonably withheld or delayed); and
(c) act in accordance with the reasonable instructions of I-COMPLY ISO and to give to I-COMPLY ISO such assistance as it reasonably requires (at the cost and expense of I-COMPLY ISO) with respect of the conduct of such defence including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents.
8.3 In the event of an infringement claim, I-COMPLY ISO is entitled at its own expense and sole option (but without prejudice to any of End User’s rights) and within a reasonable time either to:
(a) procure the right for End User to continue using the Licensed Materials;
(b) make such alterations, modifications or adjustments to the Licensed Materials as will render them non-infringing without incurring a material diminution in performance or function;
(c) replace the Licensed Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; or
(d) terminate this Licence.
The foregoing remedies constitute End User’s sole and exclusive remedies and I-COMPLY ISO’s entire liability to End User with respect to any infringement claim.
8.4 End User defends and indemnifies I-COMPLY ISO against any loss, costs, expenses or liability, whether direct or indirect, arising out of a claim by a third party arising from: (a) compliance with End User’s instructions; (b) claims by customers of End User related to End User’s use of the Software; or (c) End User’s failure to comply with any material provision of this Licence.
9. TERM AND TERMINATION
9.1 This Licence commences on the Effective Date and continues until the Expiry Date specified in the Agreement Details or until terminated in accordance with the provisions of clause 9.2 below.
9.2 This Licence may be terminated:
(a) by I-COMPLY ISO, effective immediately upon notice, if End User fails to pay any sum due to I-COMPLY ISO within fourteen (14) days of the date such sum is due, regardless of whether End User has received a written notice that such sum is overdue;
(b) by I-COMPLY ISO if End User breaches any of I-COMPLY ISO’ Policies and Procedures, which breach is not rectified within a reasonable time requested by I-COMPLY ISO, except in the case of a breach which in the sole opinion of I-COMPLY ISO is not capable of being rectified, in which case the termination is effective as at the date shown on the notice.
(c) by either Party, effective immediately upon notice, if the other commits any material breach that is not capable of being remedied, or a material breach of any term of this Licence (other than one falling within clause 9.2(a) above) which is capable of being remedied and has not been remedied within Fourteen (14) days of a written request to remedy the same; or
(d) by either Party, effective immediately upon notice, in the event the other Party becomes subject to any voluntary or involuntary bankruptcy, insolvency, re-organisation or liquidation proceedings, makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts when due.
9.3 For the purposes of clause 9.2(b) “material breach” means a breach (including an anticipatory breach) which is serious in the widest sense of having a serious effect on the benefit which an innocent party would otherwise derive from this Licence in accordance with its terms.
9.4 Termination of this Licence is without prejudice to any rights or obligations which have accrued prior to such termination.
9.5 On termination of this Licence, all rights to Use the Service immediately terminate. Data entered into the Service System can be exported by I-COMPLY ISO at the request of the End User in either an CSV file or PDF document prior to termination. However, any export after termination will be subject to a further fee. No export will be permitted after the expiration of 14 days from the termination of the Licence.
9.6 All provisions which expressly or by implication have effect after the termination or expiration of this Licence (including clauses 1.1,3, 5 and 7) remain in force in accordance with their terms, notwithstanding the termination or expiration of this Licence.
9.7 Within seven (7) Business Days of the termination of this Licence, End User must, at I-COMPLY ISO’s sole option, either return all copies of the Licensed Materials in its possession or control or destroy all copies of the Licensed Materials in its possession or control and a duly authorised officer of End User must certify in writing to I-COMPLY ISO that End User has complied with this obligation
10. ASSIGNMENT AND SUBLICENSING
10.1 End User is not entitled to assign, charge, hold on trust for any third party or otherwise transfer this Licence or any of its rights or obligations hereunder except as expressly provided herein, without the prior written consent of I-COMPLY ISO, such consent not to be unreasonably withheld.
10.2 Notwithstanding clause 10.1, either Party is entitled to assign or otherwise transfer this Licence and any of its rights or obligations hereunder to any third party as part of any merger, reorganisation, restructuring, amalgamation or reconstruction of the firm or the group of companies of which it is an affiliate or as part of the sale of all or substantially all of its assets to a non-competitor of the other Party. Further, I-COMPLY ISO may assign this Licence or any of its rights or obligations hereunder at any time to any affiliate of I-COMPLY ISO.
11. SERVICE RELEASES
For the avoidance of doubt, I-COMPLY ISO’s sole obligation pursuant to this Licence is with respect to the Service Release of I-COMPLY ISO Software which I-COMPLY ISO, in its sole discretion, regards as the then-current Service Release.
12. CLIENT MATERIALS
Ownership of all Client Material, including Property Rights in the Client Materials remains vested at all times in the End User. I-COMPLY ISO will keep safe and secure any Client Materials it has been given for the purpose of this Service. I-COMPLY ISO will copy and reproduce Client Materials only for the purpose of the provision of Service.
13. PRIVACY STATEMENT
We are committed to protecting your privacy. Authorised employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers. Parliament has created specific offences for unauthorised actions against computer systems and data. We will investigate any such actions with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible
14. FORCE MAJEURE
(a) Neither party is liable for any breach of its obligations under this Agreement to the extent that the breach resulted from a Force Majeure Event provided that it:
(i) promptly notifies the other party (with appropriate details); and
(ii) takes all reasonable steps to work around or reduce the effects of the Force Majeure Event.
(b) If a Force Majeure Event continues for more than 14 days or continues beyond the Service Period, I-COMPLY ISO may terminate this Agreement with immediate effect.
15. GOVERNING LAW AND JURISDICTION
This Licence is governed by and construed in accordance with the laws of New South Wales, Australia and End User irrevocably consents to the exclusive jurisdiction and venue of the courts of New South Wales, Australia.
16. EXCLUSION OF THIRD PARTY RIGHTS
This Licence is binding upon and inure to the benefit of the Parties hereto, and their successors and permitted assigns. Except as expressly set forth herein, nothing in this Licence is intended, nor is deemed, to confer any benefits on any third party, including any customers or Users of End User, nor will such person or entity have any right to seek, enforce or recover any right or remedy with respect hereto.
17. WAIVER
17.1 A waiver of any term, provision or condition of, or consent granted under this Licence is effective only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it is given.
17.2 No failure or delay on the part of any Party in exercising any right, power or privilege under this Licence operates as a waiver thereof, nor does any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
17.3 No breach of any provision of this Licence can be waived or discharged except with the express written consent of the non-breaching Party.
17.4 The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.
18. NOTICES
Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Licence must be in writing and personally delivered or sent by fax or email or prepaid first class mail to the registered office or primary address of the relevant Party and is deemed to have been duly given or made as follows:
(a) if personally delivered, upon delivery;
(b) if sent by first class mail within Australia, two (2) Business Days after the date of posting;
(c) if sent by air mail from outside Australia, five (5) Business Days after the date of posting; and
(d) if sent by fax or email, when dispatched unless sender receives a transmission failure or for an email a rejection notice from recipients systems
provided that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. such notice, demand or other communication is deemed to be given or made at 9.00 a.m. on the next business day.
19. INVALIDITY AND SEVERABILITY
19.1 If any provision of the Agreement, including this Licence is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction:
(a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and
(b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision,
is not affected or impaired in any way thereby.
19.2 If any provision of the Agreement, including this Licence, is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, such provision will be divisible from the Agreement or this Licence and deemed to be deleted from the Agreement or Licence and the validity of the remaining provisions are not affected. In the event that any such deletion materially affects the interpretation of the Agreement or Licence then the Parties will negotiate in good faith with a view to agreeing to a substitute provision which as closely as possible reflects the commercial intention of the Parties.
20. ENTIRE AGREEMENT
20.1 The Agreement and this Licence embody and set forth the entire agreement and understanding of the Parties and supersedes all prior oral representations (including negligent representations) or written agreements, understandings or arrangements with respect to the subject matter hereof. Neither Party is entitled to rely on any agreement, understanding or arrangement which is not expressly in the Agreement and this Licence.
20.2 The Agreement and these Licence terms may be amended only by a written document signed by both of the Parties.
21. DISPUTE RESOLUTION PROCEDURE
The Parties will attempt in good faith to resolve any dispute or claim arising out of or relating to this Licence promptly through negotiations between the respective senior executives of the Parties who have authority to settle the same. If the matter is not resolved through negotiation, the Parties will attempt in good faith to resolve the dispute or claim through an Alternative Dispute Resolution (“ADR”) procedure. If the matter has not been resolved by an ADR procedure within thirty (30) days of the initiation of such procedure, the dispute may be referred to litigation. Nothing in this Clause 20 limits either Party’s ability to seek injunctive relief or other emergency relief.
22. GST
22.1 Meaning of words
Words used in this clause but not defined in the Agreement or this Licence have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
22.2 Amounts exclusive of GST
Unless otherwise expressly stated in this Agreement, all amounts payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.
22.3 Payment of GST
The recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid Tax Invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement.
If this Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (“reimbursable expense”) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the sum of:
(a) the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense (“net amount”); and
(b) if the other party’s recovery from the first party is a taxable supply, any GST payable in respect of that supply, such that after the other party meets the GST liability, it retains the net amount.
23. EXTENDED TERMS
For the purposes of these Terms and Conditions:
Application means the software program provided by the Company downloaded by You on any electronic device, named I Comply ISO Mobile App
Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Country refers to: NSW, Australia.
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to I Comply Group.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
Free Trial refers to a limited period of time that may be free when purchasing a Subscription.
Promotions refer to contests, sweepstakes or other promotions offered through the Service.
Service refers to the Application or the Website or both.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to I Comply Group Website, accessible from you means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
ACKNOWLEDGMENT
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
SUBSCRIPTIONS
SUBSCRIPTION PERIOD
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it (minimum 3 months’ notice required) or the Company cancels it.
BILLING
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
FEE CHANGES
The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
REFUNDS
Except when required by law, paid Subscription fees are non-refundable.
Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
PROMOTIONS
Any Promotions made available through the Service may be governed by rules that are separate from these Terms.
If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.
USER ACCOUNTS
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
CONTENT
YOUR RIGHT TO POST CONTENT
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
CONTENT RESTRICTIONS
The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
Unlawful or promoting unlawful activity.
Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
Impersonating any person or entity including the Company and its employees or representatives.
Violating the privacy of any third person.
False information and features.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content.
As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
CONTENT BACKUPS
Although regular backups of Content are performed, the Company do not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.
COPYRIGHT POLICY
INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at info@icomplygroup.com and include in your notice a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.
INTELLECTUAL PROPERTY
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
YOUR FEEDBACK TO US
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
LINKS TO OTHER WEBSITES
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.
TERMINATION
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
LIMITATION OF LIABILITY
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
“AS IS” AND “AS AVAILABLE” DISCLAIMER
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, 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 Service, 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, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service 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.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
GOVERNING LAW
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
DISPUTES RESOLUTION
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
FOR EUROPEAN UNION (EU) USERS
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
UNITED STATES FEDERAL GOVERNMENT END USE PROVISIONS
If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.
UNITED STATES LEGAL COMPLIANCE
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
SEVERABILITY AND WAIVER
SEVERABILITY
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
WAIVER
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
TRANSLATION INTERPRETATION
These Terms and Conditions may have been translated if We have made them available to You on our Service.
You agree that the original English text shall prevail in the case of a dispute.
CHANGES TO THESE TERMS AND CONDITIONS
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
23. DEFINITIONS AND INTERPRETATION
In this Licence, the following words and expressions have the following meanings:
“Agreement” means the Online I-COMPLY ISO Software Agreement, comprising Agreement Details, Agreement Terms, the Online I-COMPLY ISO Software Licence End User Agreement, and all annexures, schedules thereto, and including without limitation all I-COMPLY ISO Policies and Procedures, updates and I-COMPLY ISO Service Releases, as may be varied and modified from time to time.
“Agreement Details” means that section of the Agreement which sets out the description of services to be provide, the licence fee payable, schedules, annexures or attachments.
“Agreement Terms” means that section of the Agreement which sets out the agreement of the parties and the acceptance by the End User of the Agreement, including all its terms and conditions.
“Claim” means means any present or future, actual or contingent, right remedy, entitlement, demand, proof of debt, action, suit or proceeding for damages, loss, debt, costs (including legal costs and expenses), restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy, whether by original claim, cross claim or otherwise, whether arising at common law, in equity, under statute, or otherwise arising out of or in connection with the facts or matters referred to or alleged in or concerning this Agreement.
“Client Material” means data, user-submitted content, documents, images and other material provided by the End User to I-COMPLY ISO for use in the delivery of the Service.
“Confidential Information” means the terms of this Licence and all information, which is not publicly known, relating to the business, customers or financial or other affairs of I-COMPLY ISO, Reseller or any I-COMPLY ISO affiliate or licensor.
“Documentation” means the instruction manuals, user guides and other documentation and technical information with respect to the Service to be made available from time to time during the term of this Licence to End User in either printed or machine readable form.
“Fee” means the Licence Fee I-COMPLY ISO charges the End User for the provision of the Service as set out in the Agreement Details.
“Force Majeure Event” means any event which is outside the reasonable control of the affected party and could not have been prevented by that party taking all reasonable steps.
“Intellectual Property” means patents, rights in design, utility models, trademarks, service marks, trading, business or domain names and email addresses, copyrights (including any rights in arrangements, web sites, or software in source, object or other form), rights in inventions, know-how, trade secrets and other confidential information, rights in databases and all other proprietary rights of a similar or corresponding nature which exist now or in the future in all parts of the world, whether registered or not, and any applications to register, or rights to apply for registration of, any of the foregoing.
“Licensed Materials” means the software and other proprietary and technical know how inherent in the software providing the Service, including the Documentation.
“Policies and Procedures” means each and all of the documents referred to in the Agreement Terms, as varied and modified from time to time, and any additional policies and procedures made during the term of the Agreement.
“Service” means the Online I-Comply iso as more particularly specified at – www.icomplyiso.com/services
“Service Release” means any generally distributed update to the Software underlying the Service which is identified by a Service Release (SR) number, including corrections.
“Specifications” means the functionality of the Service as set out at: www.icomplyiso.com/services
“Software” means those I-COMPLY ISO proprietary software programs used by I-COMPLY ISO to provide the Service to the End User and includes any Service Release, version upgrades, corrections, point upgrades, adaptations, modifications, localisation and changes thereto.
“Use” means use of the Service solely in connection with the internal business purposes of End User and solely for the number of employees or contractors for which End User has purchased Licence(s).
“User” means any individual within End User’s organisation authorised by End User to Use the Service.