This Agreement is between you and In Force Technology, Inc. (“In Force”) and includes terms that may be defined below. Any terms not defined below are deemed to have their common and ordinary meaning. If you are entering into this Agreement on behalf of any entity, you are hereby representing that you have the legal authority to bind the entity to the conditions set forth herein. Your acceptance of this Agreement is an acceptance of all provisions and terms in this Agreement. Your failure to accept the terms of this Agreement means that you will not be able to use the product or services of In Force.
1. Product and Services.
a. Right to use. By accepting this Agreement, you are given the right to use the product and access to services provided by In Force. No other rights are conferred by the purchase of the product and agreeing to the terms of this Agreement.
b. Manner of use.
You shall not perform any action that shall harm In Force or its product, including:
i. reverse engineer, decompile, disassemble or work around the product, unless applicable law permits such an action and only to the extent permitted by law;
ii. disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the product or services;
iii. sublicense or otherwise rent, lease, lend, resell, export, or transfer the product or services or any portion thereof to or for any party not part of this Agreement, including any third parties, except as explicitly permitted by agreement with In Force;
iv. use the product or services for any purpose that is unlawful in your jurisdiction or the jurisdiction of In Force or prohibited by this Agreement; or
v. use the product or services in such a way that damages, alters, manipulates, revises, changes, disables, or impairs the product, interferes with In Force’s ability to provide services, or otherwise interferes with any party’s use of In Force’s products or services.
c. Updates. In Force or its authorized agents may provide updates time to time. You consent to In Force updating the product and services by acceptance of this Agreement.
a. In Force Product Software. In Force’s products have software. In Force may grant you access to its software to the extent that it is necessary for the functionality and operation of its products. Nothing in this Agreement should be deemed a license to modify, manipulate, reverse engineer, or otherwise decompile the software. Any such actions shall be deemed a material breach of this Agreement. In addition, In Force reserves the right to terminate this Agreement at any time when a breach of this Agreement becomes known. Termination of use of or access to In Force’s products or the termination of this Agreement terminates your right to possess or use any such products and software. In the event that this Agreement or the End-User License Agreement is terminated,. you must delete all copies of the product and software that you may have that was licensed under this Agreement and destroy any associated media upon the termination of the associated possession or usage rights. In Force makes you aware by this Agreement that you are also under a license and have been provided with that agreement and have agreed to the terms of that agreement. It is your responsibility to abide by the terms of this Agreement and the End-User License Agreement.
b. Scope of Agreement. In Force may have intellectual property rights, including copyright in its product and services. As noted herein, In Force’s products are licensed but they are not sold. You have no rights to transfer this license to any entity unless such right is provided in the End-User License Agreement or otherwise agreed to by In Force in writing. License rights do not give you any intellectual property rights in In Force’s technology other than the rights outlined in the End-User License Agreement and herein.
c. Third party software. You are solely responsible for any third-party software that you install, connect, or use on your system. In Force does not condone, or recommend, installation of any other software. In Force does not grant any licenses or rights, express or implied, to such third party software.
d. Operations on Systems. In Force has no control over system architecture or other aspects of computing, mobile systems, networks, or other architectures. If In Force’s products or services do not operate as intended on your system due to your system’s architecture, software, or updates, In Force is not responsible for such unintended operational issues.
3. Security, privacy, and Customer Data
a. Security. In Force maintains technical and internal controls to ensure the proper operation of its products and services. In addition, In Force maintains data security measures designed to protect Customer Data against loss, damage, change, modification, improper disclosure, or unlawful destruction.
c. Third party requests of Customer Data. In Force will not disclose Customer Data to a third party (including law enforcement, other government entity, or civil litigant, but excluding our subcontractors) except as you direct or unless required by law. In Force will promptly notify you and provide a copy of the demand unless legally prohibited and provide you with an opportunity to object to the demand.
d. Subcontractors. In Force may hire subcontractors to provide a range of services. Any such subcontractors may be permitted to obtain Customer Data. In Force shall ensure that its subcontractors maintain the privacy and security of Customer Data in accord with this Agreement and its Privacy Policies.
e. Compliance with law. In Force shall comply with all laws and regulations applicable to use of its product and services, as well as laws applicable to data security.
a. Account creation. If In Force requires you to open an account to use its products and services, then you must complete the registration process. This includes any required information desired by In Force. You agree to provide accurate and complete information. Failure to provide such information is deemed a material breach of this Agreement. You may not provide information that intentionally impersonates another, hides your identity, is illegal, or violates intellectual property rights of another.
b. Account Responsibility. You are responsible for all activities that occur under your account, the confidentiality of information relating to your account, and notifying In Force as soon as you become aware of any and all unauthorized accesses to your account and unauthorized breaches of your account.
c. Unauthorized Access to Products and Services. You may not provide unauthorized access to any third party to In Force products and services. Any intentional granting of access to unauthorized third parties shall be deemed a material breach of this Agreement.
6. Term, termination, and suspension.
a. Agreement term and termination. The term of this Agreement begins when you accept it. You may terminate this Agreement at any time upon contacting In Force customer service. Upon termination of this Agreement, you must delete completely In Force products from your systems. Furthermore, you shall not be entitled to a refund unless otherwise agreed to in writing by In Force or allowed in this Agreement.
b. Hardship, termination. In the event that In Force cannot provide products and services due to regulatory changes in your jurisdiction or hardship incurred due to changes in law or your systems, your sole remedy under such circumstances shall be termination of this Agreement.
c. Suspension. In Force shall have the right to suspend your use of its products and services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail timely make any payments required; (3) you materially breach this Agreement; or (4) your participate in fraud, violation of law, or other acts deemed improper by In Force. In Force shall give notice prior to suspension unless suspension is required to prevent damage to In Force, its customers, or its systems. If In Force believes that the basis for the suspension has not been adequately remedied within thirty (30) days, then In Force reserves that right to terminate this Agreement immediately.
7. Disclaimer of Warranties.
EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, IN FORCE PROVIDES ITS PRODUCTS AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. IN FORCE PROVIDES NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8. Limitation of liability.
a. Limitation. The full liability under this Agreement, in aggregate, shall be limited to direct damages, where such direct damages shall not exceed One United States dollar ($1.00 USD).
b. EXCLUSION. NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.
c. Exceptions to Limitations. The only limitations to liability shall be: (1) breach of any confidentiality obligation by either party; (2) violation of the In Force’s intellectual property rights; or (3) your knowing fraud, violation of law, or negligence leading to damage to In Force’s products, services, systems, or other customers.
9. Remaining Provisions.
a. No rights. In Force reserves all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication, estoppel or otherwise.
b. Notices. All notices to In Force must be sent to: In Force Technology, Inc., 230 Broadway Ste. 201, Lynnfield, MA 01940. You agree notice being provided by electronic mail to you at an address provided by you. Notices are effective on the date of receipt by In Force and the date reported sent by email.
c. Assignment. You may not assign this Agreement either in whole or in part.
d. Severability. If any provision Agreement is found to be unenforceable or void, then such provision will be severed and shall not affect the enforceability of the remainder of this Agreement.
e. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
f. Applicable law. This Agreement is governed by the law of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.
g. Arbitration. You and In Force to resolution of all matters arising under this Agreement through binding individual arbitration before the American Arbitration Association under the Federal Arbitration Act (“FAA”) before a neutral arbitrator. You and In Force hereby agree to waive any and all rights to pursue this matter before state and federal court no matter whether a right or remedy would exist. Furthermore, all class action lawsuits, class-wide arbitrations, private attorney general actions, and any other proceeding where someone acts in a representative capacity are not allowed. You and In Force also agree to waive any right to join in any action even if such right exists under law or equity. The AAA will conduct the arbitration by way of the Commercial Arbitration Rules or Consumer Arbitration Rules. It is your responsibility to obtain the rules and review them. All hearings shall be telephonic unless the parties otherwise consent to in-person hearings by written consent. The arbitrator has a range of options to resolve the matter. Those options include monetary awards to either party, reasonable costs and fees, declaratory judgment, and injunctive relief. The AAA rules shall govern payment of filing fees, the AAA’s and arbitrator’s fees and expenses. This attached agreement governs in all cases in which it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
h. Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
i. Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of products and services).
j. Modifications. In Force reserves the right to modify this Agreement at any time through notice under Section 9(b). Any modifications will be effective upon your continued use of In Force’s products and services.
k. Severability. If any provision this attached agreement is found to be unenforceable or void, then such provision will be severed and shall not affect the enforceability of the remainder of this Agreement.
Any reference in this agreement to “day” will be a calendar day.
“Customer Data” means any Content or other data, including all text, sound, video, or image files, or software, that are provided to us by, or on behalf of, you through your use of In Force’s products and/or services
“You” and “your” means the person or entity accepting this Agreement to use the Services.