Terms of Sale.
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”OR “YOUR” MUST REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if you are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on August 1, 2018. It is effective between You and Us as of the date of Your accepting this Agreement.
As used herein, the words “You” and “Your” mean the entity that is subscribing for the Services and the words “we,” “our,” and “IonTuition” mean Iontuition, Inc. and Iontuition, Inc.’s affiliate i3 Group, LLC, the providers of the Services.
You must protect Your user name and password and are solely responsible for activities that occur under or through Your account, including activities initiated by third parties, whether or not such activities are authorized by You. If You allow a third party to access the Services on Your behalf, You must ensure that such third party is bound by, and abides by, the terms of this Agreement and all Terms incorporated by reference.
If You become aware of any unauthorized use of Your user name or password, You agree to notify us immediately at the email address email@example.com or by calling the telephone number 1-855-456-2656.
IonTuition may access Your account, or information associated with Your account, to provide support or maintenance, for security-related reasons, to communicate with You about other products or services or any other business purposes.
For access to Services, Users will be required to register and to create a unique identification code (“User Name”) and a password (“Password”) that will be required to order services. User may only access Services using Your assigned User Name and Password, and may not access the Services using the User Name or Password of any other person.
Users will also be required to represent either that (i) they are eighteen (18) years of age or older or (ii) if they are under eighteen (18) years of age, the parent or guardian named in their registration has consented to their use of the Services and agreed to be responsible for their use of the Services.
Term of Agreement
We will send You an email notice at Your email address(es) on record approximately 45 days before the end of Your Subscription to notify You of Your subscription renewal date. Renewal rates are subject to change, but we will always notify You beforehand. Please keep a record of when Your Subscription term ends and the next renewal date. You are responsible for keeping Your payment information up to date.
Upon termination or cancellation of Your subscription for any reason, Your Users will lose all access to the Services, as well as any data or information stored in their accounts.
Cancellation and Suspension of Services
We may cancel Your subscription at any time upon notice to You if You violate the terms of this Agreement.
You may cancel Your subscription at any time by contacting us by email at firstname.lastname@example.org or via telephone at 1-877-214-4627.
You will not be entitled to any refund of fees on cancellation.
If any amount owed under this or any other agreement for Services is past due, we may, without limiting any other rights or remedies, suspend access to the Services until such time as payment has been received.
Fees, Billing & Payment
In the event that the number of Users included in Your Eligibility File exceeds the maximum allowed under Your fees, You will be automatically upgraded to the currently-applicable subscription tier. In the event of such an upgrade, Your designated payment method will be charged for the difference, prorated according to the number of months remaining in the currently active subscription period.
You will be billed annually in advance the rates set forth (the “Charges”). All Charges are non-refundable.
Charges will automatically be billed to the credit card or bank account designated in Your registration or any substitute that You designate using the account management feature (the “Credit Card”), and You hereby authorize this automatic billing. It is Your responsibility to notify us in a timely manner of any changes to Your payment method.
If for any reason we are unable to bill Charges, we will suspend Your use of the Services and promptly notify You and upon receipt of such notice You will promptly pay any outstanding charges through means other than the payment method on file. In addition, as a condition to Your continued use of the Services, You may be required to provide us with the information and authorization necessary to bill a different payment method for Charges going forward. Your use of the Services, and Your new billing cycle, will re-commence upon our acceptance of such information and authorization.
If payment is not received, You agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. We reserve the right to change the fees for Services at any time, or to impose additional fees or charges. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees has been sent to the then-current email address associated with Your account.
Restrictions on Use
(i) resell, in whole or part, or otherwise commercially exploit, assign or transfer Your right to use the Services;
(ii) make Your user names or passwords available to others, or allow use of Services by others through Your User names or passwords;
(iii) store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell, or otherwise exploit any of the Website or Content for any commercial purpose;
(iv) use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Website or any portion of the Website;
(v) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website, other than the search engines and search agents available through the Services or through the use of publically available Internet browsers (such as Microsoft Explorer);
(vi) post or transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features or that otherwise interferes with the proper working of the Services; or
(vii) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services or the Website.
Modifications to this Agreement
We may modify this Agreement by written notice to You. Any such modification will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees has been sent to the then-current email address associated with Your account.
Intellectual Property Rights
Disclaimers and Limitations
In no event will IonTuition, its affiliates, agents, suppliers, partners and their respective officers, directors, employees, contractors and agents (in each case, a “Released Party”) be liable for any damages whatsoever (including without limitation, direct, indirect, incidental, consequential, punitive and exemplary damages, lost revenues, or damages resulting from lost data, inconvenience or business interruption) resulting from the use or inability to use the Website or Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not such Released Party is advised of the possibility of such damages. In no event will any Released Party be liable to You or anyone else for any decision made or action taken by You or anyone else in reliance on this Website or the Services or the information contained herein. In no event will the aggregate liability to You for all claims directly or indirectly arising from the use of the Website or the Services exceed one dollar ($1.00). Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to You.
Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this agreement are material bargained for bases of this agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this agreement and in the decision by each party to enter into this agreement.
Indemnity and Release
If You have a dispute involving the Services with a third party, You release each Released Party from all claims, demands, damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”