Terms of Services and
End User License Agreement
Acceptance of the Terms of Services and
End User License Agreement
This Terms of Service and End User License Agreement (the “Terms”) is a legal agreement between you (“User”) and [Fillcor, LLC doing business as Integra Advanced Technology Services] (“Company”, “we” or “us”). These Terms, together with any documents expressly incorporated to it by reference govern your access to and use of our software and all new versions, updates, revisions, improvements and modifications thereof (the “Software”), which you access through our website, my-ibis.com] (the “Website”) and/or our licensed application (“IBIS”). The Software, the Website and the Licensed App are collectively referred to herein as the “Services.”
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
The Services are offered and available to users who are 18 years of age or older, and reside in the United States. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. If you do not meet all of these requirements, you are not authorized to access or use the Services.
So long as you comply with these Terms, and subject to any limitations or restrictions in this Agreement, we give you a limited, nonexclusive, nontransferable, revocable license to download and use the Software, solely as necessary for you to perform duties on behalf of a company or organization (“Permitted Use”). You may not copy, modify or reproduce any part of the Software or the Services, nor may you reverse engineer or attempt to extract the source code of the Software or the Services. You may not distribute, sell, rent, lease, transfer, or attempt to sell, rent, lease, or transfer, the Software or your license to use the Software or the Services. Your use of the Software does not give you any intellectual property rights in the Software or any part of the Services.
Access to the Services and Account Security
We reserve the right to withdraw or amend the Services or any part thereof in our sole discretion without notice to you. We use commercially reasonable efforts to make the Services available at all times. However, we make no guarantee of uninterrupted use or operation of the Services. We may temporarily or permanently suspend the Services, in whole or in part, where required by law, in the case of security violations or threats, for service improvements, maintenance or repair, or for any other reason deemed necessary or desirable by us or beyond our control. We will not be liable if for any reason all or any part of the Services are unavailable at any period of time. From time to time, we may restrict access to some or all of the Services to registered users.
You must provide, at your expense, the equipment, internet connection or wireless device to access the Services. We are not responsible for providing you with connectivity to the internet, wireless access, or any other telecommunications services necessary for you to receive or interact with the Services. It is your responsibility to ensure that all persons who access the Services through your internet connection, computer or mobile device are aware of these Terms and comply with them.
To access the Services, you will be asked to provide certain personal information, such as your name, username, password and email address. It is a condition of your use of the Services that all the information you provide us is accurate, current and complete.
When you are provided with a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer or internet connection so that others are not able to view or record your password or other personal information.
We have the right to disable your access to the Services at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
Additionally, you agree not to:
User Contributions and Content Standards
The Services allow you to communicate with other users of the Services and use other interactive features (“Interactive Services”) that allow users to submit, display or transmit (“post”) content or materials (collectively “User Contributions”). The following content standards (“Content Standards”) apply to any and all of your User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Improvements and Updates
To improve the Services, we reserve the right to make enhancements or changes to the Services without notice to you. The Software may include functionality to automatically check for updates or upgrades to the Software. You hereby agree that we may make such updates available to you from time-to-time without notice to you. All improvements and/or updates shall be subject to the terms and conditions of these Terms unless the Software or Service is expressly provided to you under other, or additional terms and conditions, in which case, those other, or additional terms and conditions shall apply.
Ideas and Suggestions
We wish to continually expand and improve the Services. We welcome any ideas, suggestions, complaints, or feedback, related to the Services or for upgrades, updates, improvements, new features or functions thereto (“Ideas”). If you provide us with any Ideas, whether orally, in writing, or in any other way, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable and non-revocable license to develop, make, reproduce, import, modify, make derivative works of, sell, and offer to sell Ideas as part of our technology, products or services. You shall not knowingly provide us with any Ideas that are subject to third party intellectual property rights or that include or reveal any confidential information of any person.
Intellectual Property Rights
The Services and their contents, features and functionality, including but not limited to all information, design, graphics, software codes, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services solely for the Permitted Use. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, Licensed Application or available through our Services, except as follows:
You shall not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content accessible through the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans displayed on the Services are the trademarks of their respective owners.
Monitoring and Enforcement; Termination
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on or through the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Reliance on Information Posted
We do not warrant the accuracy, completeness or usefulness of any User Contributions. Your reliance on such User Contributions is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any user of the Services, or by anyone who may be informed of any of its contents.
Disclaimer of Warranties
You understand and acknowledge that we cannot and do not guarantee or warrant that files available for downloading from the internet or through the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES.
YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND ANY PART THEREOF OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, other than as expressly authorized in these Terms or your use of any information obtained from or through the Services.
Governing Law and Jurisdiction
All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule.
EACH OF THE PARTIES HERETO: (I) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF (A) THE CIRCUIT COURT OF ST. LOUIS COUNTY, MISSOURI, AND (B) THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY THE OTHER, OR ITS RESPECTIVE SUCCESSORS OR PERMITTED ASSIGNS, WITH RESPECT TO THIS AGREEMENT, AND (II) TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER IN SUCH COURTS. EACH PARTY HEREBY EXPRESSLY WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH THEY MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT OR SUBSEQUENT RESIDENCE OR DOMICILE.
EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY, TO THE EXTENT PERMITTED BY LAW, OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY THE COURT WITHOUT A JURY AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
You agree and acknowledge that the Services were developed at considerable time and expense to us. You further agree that your breach or threatened breach of these Terms will cause irreparable damage for which recovery of money damages would be inadequate and that we, therefore, may obtain injunctive relief to protect our rights under these Terms in addition to any and all other remedies available at law or in equity.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Changes to this Agreement
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them on the Website or otherwise make them available through the Services, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in the section on Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check the Website from time to time so you are aware of any changes, as they are binding on you.