Terms & Conditions

TERMS OF USE

Last updated: September 23, 2020

1. Introduction

The following Terms of Use and our Privacy Policy explain the relationship that is established by your use of our website. Our Privacy Policy, which can be accessed through our website, explains how we handle the information you provide, and our Terms of Use cover how you use our website.

2. Your Acceptance

These Terms of Use (the “User Agreement”) apply to your use of our websites (the “Websites”), our software applications made available for use on or through computers or mobile devices (the “Applications”), and the content you obtain through our Websites or Applications (the “Content”). The Websites, Applications, and Content mentioned in this User Agreement (the “Services”), from which you are accessing this document, are owned and operated by Integra Cloud Technologies. Our Terms of Use apply to casual visitors to our Services (“Visitors”), as well as to users authorized to access password-protected areas of the Services (“Authorized Users”).

Subject to this User Agreement, Integra Cloud Technologies hereby grants you a limited, revocable, non-transferable, and non-exclusive license to use the Services in accordance with the terms of this User Agreement.

Please read these Terms carefully before visiting the Services. They impose legal obligations on you and Integra Cloud Technologies and establish our contractual relationship. By accessing or using the Websites, the information, content, resources, services, products, and tools we provide, you understand and agree to accept and comply, without modification, with the following terms and conditions as set forth in this policy (hereinafter referred to as the “User Agreement”). IF YOU DO NOT WISH TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR SITE.

3. Modification of These Terms of Use

We reserve the right to change this User Agreement from time to time. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of the Services after such modifications will constitute your acknowledgment and acceptance of the modified terms and conditions.

4. Relationship with Schools, Companies, and Government Agencies (the “Institutions”)

When any director, executive, manager, employee, donor, agent, or staff member of an Institution that is considering granting access to the password-protected areas of the Services to persons from or associated with that Institution accesses our Services as a Visitor, that person, as well as the Institution, is legally bound by these terms and conditions.

Institutions that wish to grant access to the password-protected areas of the Services to persons from or associated with such Institutions (Authorized Users) must have an agreement with an official Sales Channel that, in addition to these Terms of Use, establishes the full understanding for the Institution (“Participating Institution”). In the event of a conflict, these Terms of Use shall prevail, and Participating Institutions acknowledge that any disputes must be resolved exclusively with the official Sales Channel.

When an Authorized User of a Participating Institution first gains access to the password-protected areas of the Services, they will be required to accept these Terms of Use, and by doing so, both they and the Participating Institution will be legally bound by these terms and conditions.

5. Authorized Users

If you are an Authorized User expressly approved by a Participating Institution, you are eligible to receive a user ID and password to access the password-protected areas of our Services.

Please note that we will treat anyone who uses your user ID and password as “you.” We will grant this user all the rights and privileges we grant you. Therefore, we recommend that you keep your user ID and password strictly confidential and refrain from disclosing this information to anyone. We also recommend that you notify us immediately if you suspect that someone is using your user ID and password in this way.

6. Responsible Conduct and Use

By visiting and accessing our Services, the information, resources, products, and tools we provide, whether directly or indirectly (hereinafter referred to as “Resources”), you warrant that you will not use the Resources for any purpose that is illegal or prohibited under these terms, conditions, and notices. You may not use the Resources in any way that could damage, disable, overburden, or impair the Resources or interfere with any other person’s use and enjoyment of the Resources. You may not obtain or attempt to obtain any materials or information by any means not intentionally made available or provided through the Resources.

Therefore, you understand that:

To access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up-to-date.

You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account(s) and all other user accounts created by you.

Your access to our Resources is strictly limited to your personal, educational, and non-commercial use.

Accessing (or attempting to access) any of our Resources by any means other than those we provide is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical, or unconventional means.

Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.

Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.

You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activity conducted by you, as explained above, and may incur criminal or civil liability.

We may provide various open communication tools on our Services, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc., that allow you to communicate with the public at large or with a group (collectively, “Communication Services”). You understand that we do not generally pre-screen or monitor the content posted by users of these different Communication Services, which means that if you choose to use these Communication Services to submit any type of content, it is your personal responsibility to use these Communication Services in a responsible and ethical manner. By posting information or using any of the open Communication Services as mentioned, you agree that you will not upload, post, share, or distribute any content that:

Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;

Posts, transmits, uploads, distributes, or propagates any inappropriate, profane, defamatory, unlawful, obscene, indecent, or illicit topic, name, material, or information;

Infringes any trademark, patent, trade secret, copyright, or other proprietary rights of any party or third party;

Includes any unauthorized or unsolicited advertising;

Impersonates any person or entity, including any employee or representative of our organization;

Uploads files that contain viruses, corrupted files, or any other similar software or program that may damage the operation of another person’s computer;

Conducts or forwards surveys, contests, pyramid schemes, or chain letters;

Downloads any file posted by another user of a Communication Service that you know or reasonably should know cannot be legally distributed in such a manner;

Falsifies or deletes any author attributions, legal notices, or other notices, or labels of the origin or source of the software or other material contained in an uploaded file;

Restricts or inhibits any other user from using or enjoying the Communication Services;

Violates any code of conduct or other guidelines that may be applicable for any particular Communication Service;

Collects or otherwise gathers information about others, including email addresses, without their consent;

Violates any applicable laws or regulations.

We have the right at our sole discretion to remove any content that we believe does not comply with this User Agreement, along with any content that we believe is offensive, harmful, objectionable, inaccurate, or that otherwise violates third-party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal and agree to waive any claim against us.

Always exercise caution when providing any personally identifiable information about yourself or your children in any Communication Service. We do not control or endorse the content, messages, or information found in any Communication Service, and therefore we specifically disclaim any liability regarding the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized spokespersons, and their views do not necessarily reflect ours.

Materials uploaded to a Communication Service may be subject to posted limitations on use, reproduction, or dissemination. You are responsible for adhering to such limitations if you download the materials.

We assume no responsibility for any content posted by you or any third-party users of our Services. However, any content posted by you using any of our open Communication Services, provided it does not violate or infringe on third-party copyrights or trademarks, becomes our property, and as such, you grant us an exclusive, perpetual, irrevocable, worldwide, royalty-free license to reproduce, modify, adapt, translate, publish, publicly display, and distribute it as we deem appropriate. This only refers to and applies to content posted through our open Communication Services as described, and does not refer to information provided as part of our registration process necessary to use our Resources.

Links to Third-Party Sites

The Website may include links or produce search results that reference links to third-party websites (collectively, “Linked Sites”). Integra Cloud Technologies has no control over these Linked Sites or their content and assumes no responsibility or obligation for any content, opinions, or materials available on the Linked Sites. Integra Cloud Technologies does not endorse the content of any Linked Site, nor does Integra Cloud Technologies guarantee that a Linked Site will be free of computer viruses or any other harmful code that may affect your computer or other internet access devices. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.

Although we assume no responsibility for Linked Sites, if you experience a problem with a Linked Site, please let us know at legal@integracloud.tech and we will investigate the link and take appropriate action.

Privacy of Information

Integra Cloud Technologies is committed to protecting your privacy and developing technology that provides you with the best and safest online experience. Please review our Privacy Policy, which governs the collection, use, and disclosure of information. If you are under the age of thirteen (13), you may not share any personally identifiable information on the Services without the express authorization of your parent or guardian. And if you are over thirteen (13), you must disclose your personal information knowingly.

Copyrights/Trademarks

All content and materials available on the Services, including but not limited to text, graphics, website name, code, programming, source code, software, images, and logos, are the intellectual property of Integra Cloud Technologies, and are protected by copyright and trademark law. Any inappropriate use, including but not limited to reproduction, distribution, display, or transmission of any content on the Services, is strictly prohibited unless specifically authorized by Integra Cloud Technologies. Any rights not expressly granted herein are reserved.

Limitation of Warranties

BY USING OUR SERVICES, YOU UNDERSTAND AND AGREE THAT ALL THE RESOURCES WE PROVIDE ARE “AS IS” AND “AS AVAILABLE.” IMPROVEMENTS AND CHANGES MAY BE MADE TO THE SERVICES AND ALL RESOURCES AT ANY TIME. THIS MEANS THAT WE DO NOT REPRESENT OR WARRANT FOR ANY PURPOSE THAT: I. YOUR USE OF OUR RESOURCES WILL MEET YOUR NEEDS OR REQUIREMENTS. II. YOUR USE OF OUR RESOURCES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. III. THE INFORMATION AND CONTENT OBTAINED BY USING OUR RESOURCES WILL BE SUITABLE, ACCURATE, OR RELIABLE, AND IV. ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY RESOURCE WE PROVIDE WILL BE REPAIRED OR CORRECTED. IN ADDITION, YOU UNDERSTAND AND AGREE THAT: V. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR RESOURCES IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICES FOR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF SUCH CONTENT. VI. NO INFORMATION OR ADVICE, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, OBTAINED BY YOU FROM ANY RESOURCE WE PROVIDE WILL CREATE ANY WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND, EXCEPT FOR THOSE EXPRESSLY DEFINED IN THIS USER AGREEMENT, AND IT SHOULD NOT BE RELIED UPON FOR MAKING PERSONAL, MEDICAL, LEGAL, OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE PERTAINING TO YOUR SITUATION.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL (INCLUDING PERSONAL INJURY), EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS INCURRED BY YOU, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, FROM THE USE OR INABILITY TO USE OUR SERVICES, RESOURCES, OR CONTENT, OR ARISING FROM THIS USER AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE INTEGRA CLOUD TECHNOLOGIES, ITS AFFILIATES, BUSINESS PARTNERS, AND ITS DIRECTORS, OFFICERS, BOARD MEMBERS, SHAREHOLDERS, MANAGERS, EMPLOYEES, DONORS, AGENTS, AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF ANY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW THAT LIMITS OR PROHIBITS A GENERAL RELEASE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES AND RESOURCES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES.

Warranty

UNLESS OTHERWISE EXPRESSED, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE AND RELATED SERVICES OR LINKED WEBSITES IS AT YOUR OWN RISK.

Assignment

You may not assign these Terms, either in whole or in part. Integra Cloud Technologies reserves the right to assign its rights and obligations under these Terms.

Indemnity

You agree to indemnify and hold harmless Integra Cloud Technologies, its affiliates, business partners, and its directors, officers, board members, shareholders, managers, employees, donors, agents, and licensors from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement or failure to fulfill any obligations related to your account, incurred by you or any other person using your account.

We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such case, you must cooperate with us as reasonably requested.

Termination of Use

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our Services and Resources with or without notice and for any reason, including without limitation, breach of this User Agreement. Any abusive, fraudulent, or suspected illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will cease immediately, and we reserve the right to remove or delete any information you may have on file with us, including any account or login information.

General

The Services controlled by Integra Cloud Technologies can be accessed from almost any country in the world. Because each country has laws that may differ, by accessing our Services, you agree that this User Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions. All disputes arising out of or related to this User Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and finally resolved in English, in the city of Miami, Florida, United States of America, in accordance with the latest edition of the International Chamber of Commerce (ICC) Rules of Arbitration by three arbitrators appointed in accordance with such Rules. Emergency arbitrator provisions will not apply.

The United Nations Convention on Contracts for the International Sale of Goods will not apply to this User Agreement or the transactions processed under this User Agreement.

Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation, this paragraph.

Our Website, Services, and Content, as well as the Information you provide to us, may be hosted, stored, and processed in any country where we have facilities or where we engage service providers, and by using the Services you consent to the transfer of information to countries outside your country of residence, which may have different data collection and use laws than your country.

If any provision of these Terms is deemed invalid or unenforceable under applicable law, including, but not limited to, the warranty disclaimers and liability limitations mentioned above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the User Agreement shall continue in effect.

Headings are included for reference purposes only and in no way define, limit, interpret, or describe the scope or extent of such section. Integra Cloud Technologies’ failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

This User Agreement and the terms and conditions contained herein constitute the entire understanding and agreement between Integra Cloud Technologies and you with respect to the subject matter hereof and supersede any prior or contemporaneous understandings, whether electronic, written, or oral.

This User Agreement does not establish a franchise, joint venture, or partnership, nor does it create any employer-employee relationship, agency relationship, or principal-agent relationship between you and Integra Cloud Technologies.

Survival

The following provisions shall survive the termination of these Terms and shall apply indefinitely:

Section 6.i (Responsible Conduct and Use)

Section 8 (Privacy of Information)

Section 9 (Copyrights/Trademarks)

Section 10 (Limitation of Warranties)

Section 11 (Limitation of Liability)

Section 13 (Assignment)

Section 14 (Indemnity)

Section 16 (General)

Section 17 (Survival)