INTRODUCTION
Welcome to iportinstant CRM, the hosted CRM portal
service provided by iport4business.com inc. This service includes a unique URL,
pay per user access to our iport CRM software applications, web hosting and service
and support. By registering, the individual or the organization identified as
the Subscribing Organization in the Portal Registration process will be assigned
a unique URL, and its authorized users who have been created in the User Administration
section ("Users") will have access to our iport software applications
and web hosting, and our other services as described in these Terms and Conditions
of Service.
iportinstant is a Service provided by iport4business.com Inc. and
for the purposes of this contract, iportinstant and iport4business.com Inc. are
synonymous and interchangeable names. Iport4business.com Inc is wholly owned
by iport4business Ltd, Suite 2, Airdrie Business Centre, Airdrie, ML6 6GX, Scotland, UK. iportinstant
provides Service(s) to the Subscribing Organization and its Users expressly subject
to these Terms and Conditions of Service, which we may update at any time with
or without notice. The Subscribing Organization and its Users can review the
current version online from their Portal.
These Terms give the subscribing organization, its users and
iport4business.com Inc certain rights and responsibilities.
In the event of any change to these terms, the subscribing organization's or
user's failure to promptly discontinue use of the Portal and services will be
deemed to indicate its acceptance of and agreement to be bound by such changes.
By
completing the registration process or form and checking the "I ACCEPT" box,
the subscribing organization and each user:
(a) make the representations in section
17,
(b) accept and agree to be bound
by these terms and any such changed provisions, without limitation or qualification,
(c) agree to regularly review these terms
to ensure that they are informed of all such modifications and adhere to them,
and
(d) agree that it is their sole
responsibility to ensure that the e-mail addresses for systems administrator(s)
on the Portal and the Portal Registration are legitimate and correct, to promptly
update all such e-mail addresses, and to check messages to such addresses frequently
in order to timely review any notices received from iport4business.com Inc.
1. DESCRIPTION OF SERVICES
iportinstant currently provides each Subscribing Organization a unique URL and
each Subscribing Organization and its Portal Users access to our iport software
applications and web hosting, and to any optional fee-based professional services
and our other services available from time to time (collectively, the "Services").
The Services, all information, products and services contained or described in
the Services or any Linked Portals, and the URL may be accessed and used solely
by the Subscribing Organization to which such URL is assigned and its Portal
Users, solely for purposes of establishing and maintaining a Portal for their
use. iportinstant may at any time Terminate the Services or any feature thereof,
or the Subscribing Organization's or it's Portal Users' access as provided in
Sections 4 and 5 hereof. All changes to the Services will be subject to these
Terms.
2. REGISTRATION; BILLING INFORMATION; SYSTEMS ADMINISTRATOR(S)
To establish an iportinstant hosted portal, the Subscribing Organization must
complete the Portal Registration Process. To become a Portal User, an individual
must be specifically identified to the Subscribing Organization, obtain its specific
permission to access the portal, and complete the User Administration form, or
have the User Administration form be completed by the designated Systems Administrator(s)
for the Subscribing Organization The Subscribing Organization and its Portal
Users must provide accurate and complete information upon Portal Registration
contained in the Portal Registration form (the "Registration Information")
as well as accurate and complete billing contact information on the billing form,
("Billing Information") and promptly update the Registration and Billing
Information so that it is always accurate and complete. The person who completes
the Portal Registration is the initial Systems Administrator for the Portal,
and exercises certain options to initially determine the level of privacy and
security for the Portal. For example, s/he will determine who can be a User of
the Portal and the level of privileges that Users will possess. Each Systems
Administrator may designate other Portal User(s) as additional and/or successor
Systems Administrators, and is responsible for confirming that such person(s)
accept such responsibility. Upon becoming a Systems Administrator, each person
will be deemed to agree to the obligations of a Systems Administrator hereunder.
All notices from iportinstant to the Subscribing Organization will be given to
the current Systems Administrator(s) at the e-mail address(es) appearing on the
Portal, and/or to the Billing Contact e-mail address as appropriate. In addition,
all notices and information sent by iportinstant to Portal Users will be sent
to their individual addresses. In its sole discretion, iportinstant will determine
the timing, nature, and content of all communications with Systems Administrators
and Users.
3. SECURITY
Upon registration, the Subscribing Organization will select a Portal Name and
Portal Users will each select (or be assigned by a Systems Administrator) a password.
iportinstant will use reasonable efforts to assign to the Subscribing Organization
the Portal Name that it selects. However, the Subscribing Organization and its
Users may not be guaranteed the use of a Portal Name, and iportinstant reserves
the right to reject or terminate use of a Portal Name, if it has been previously
assigned to another Subscribing Organization, or if iportinstant in its sole
discretion determines:
(a) the Portal Name is offensive or its use violates applicable
law,
(b) that multiple Portals have been registered by a Subscribing Organization
or its Portal Users to avoid purchasing incremental storage space, or simply
to reserve Portal names without the intent to use them,
(c) the Subscribing Organization
or its Portal Users has selected or is using a Portal Name of another party with
the intent to impersonate that party,
(d) the Portal Name contains, may interfere
or be confused with, violate, exploit, or capitalize on, the name, goodwill,
trade name, trademark, registered trademark, service mark, or proprietary or
other rights of any party,
(e) the Subscribing Organization or Portal Users or
others acting on its behalf has reserved more than ten Portal Names or Portals
or
(f) The subscribing Organization, its Portal Users or Administrators, have
created multiple "free trial" Portals for the purpose of avoiding subscription
fees.
If iportinstant rejects or terminates use of a Portal Name because of a
violation or threatened violation of this Section 3, it may elect, at its sole
discretion and without prior notice: to select an alternate Portal Name, to allow
the Subscribing Organization to promptly select another acceptable Portal Name,
and/or to Terminate as provided in Section 4 hereof. The Subscribing Organization
and its Portal Users are entirely responsible for maintaining the confidentiality
of the passwords, the Portal URL and the information stored on the Portal (collectively,
the "Portal
Information"), and of all information that they transmit through the Services,
for selecting the Portal Users and their privileges, for any and all usage and
activities that occur in connection with the passwords, Portal Name, Portal Information
and Portal, and for all Portal content. The sharing of Portal User login names
and/or passwords by more than one individual to avoid the payment of user fees
constitutes a violation of these Terms of Service. Portal Users logged in simultaneously
must be using different Portal User login codes and passwords otherwise, for
the purposes of Billing, the logins will be classed as distinct Portal Users
and charged separately.
The Subscribing Organization will notify iportinstant
immediately of any known or suspected unauthorized use, activities or disclosure
of the Portal or any information, or any other breach of security. iportinstant
will not be liable for any failure by the Subscribing Organization or its Portal
Users to comply with this Section 3 or any other provision of these Terms.
4. TERMINATION
iportinstant, in its sole discretion, may terminate, cancel, suspend, limit,
discontinue, and/or deactivate (temporarily or permanently) all or any part of
the Services, any password, Portal Name, registration, any part or all of the
Portal, and/or the Subscribing Organization's and/or its Portal Users' access
to and use of any part or all of their personally identifiable information (collectively, "Personal
Information"), Registration Information, Portal Information, the Services
and/or the Portal, and/or their rights under these Terms (all of the foregoing
rights and actions to "Terminate" or a "Termination"), all
at any time, including without limitation if:
(a) iportinstant believes that the
Subscribing Organization or a Portal User has violated or is threatening to violate
these Terms or other policy of iportinstant, its Third Party Providers or applicable
law, has misused or is threatening to misuse the Services, or has conducted or
is threatening to conduct any fraudulent, abusive, or illegal activity,
(b) iportinstant believes that the
Subscribing Organization or any of its Portal Users has accessed or is attempting
to access any part of the Services or Content without authorization, or the Portal,
or Registration, Portal or Personal Information of any other Subscribing Organization,
(c) the Subscribing Organization
assigns its rights to the Portal or the Portal Name,
(d) iportinstant discontinues the Services or any part thereof for any reason.
iportinstant
reserves the right to investigate the validity of any complaint presented to
it which alleges that any Portal has been used to conduct fraudulent, abusive
or illegal activity, or has been used in any way which violates these Terms.
Such investigations may include logging on to the Portal and/or reviewing any
data or information contained therein. iportinstant will not, however, provide
any such information to any third party unless required by law or court order.
A
Termination described in Section 4(a), (b), (c), or (d) may be made with or without
notice and will be effective immediately. In the event of Termination, iportinstant
may remove and/or permanently delete from its servers all of the Subscribing
Organization's and its Users' Portal Information, Registration Information and
Personal Information and all backup copies. iportinstant may (but will not be
required to) remove from its servers and/or permanently delete all such Information
and/or all backup copies thereof, without further notice and without any liability
of iportinstant to the Subscribing Organization, its Users or any third party.
Notwithstanding anything in these Terms to the contrary, if iportinstant reasonably
believes that the Subscribing Organization or any of its Users has violated or
is threatening to violate applicable law or the provisions of Section 4(b) or
has conducted or is threatening to conduct any fraudulent, abusive, or illegal
activity, iportinstant may, without any notice, refer the Subscribing Organization
and/or its Users to appropriate law enforcement agencies, and/or immediately
remove and/or permanently delete the Portal Information, Registration Information
and/or Personal Information as otherwise provided herein. If a Subscribing Organization
or its Users are the subject of a Termination described in this Section 4, they
may not re-register for or continue to use the Services in any manner or for
any reason. If the Subscribing Organization wishes to terminate its Portal and
use of the Services, it must cancel its subscription through the payment mechanism (currently WolrdPay) and notify iportinstant by email.The provisions of Sections 13 and 14 will
survive any Termination under Section 4 or 5 and any discontinuance.
5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS;
RIGHTS
iportinstant will provide the means for creating the Portal. We will make commercially
reasonable efforts to ensure that the quality of the service we provide is of
at least prevailing industry standards, and that access to the Portal is available
on a 24 x 7 basis. However, although iportinstant will use all reasonable efforts
in good faith to avoid interruption of the Service, the Subscribing Organization
acknowledges and agrees that access to the Services, Portal and Portal Information
may be unavailable from time to time for any reason, including without limitation,
interruption of major network connectivity, network and server outages, and backup
and regular maintenance by iportinstant and any operators of our servers.
We offer
free email support for the first 15 minutes of any incident and thereafter charge in 15 minute intervals at our rate in force at that time. This is constituted as: free online help and free email support
for all Portal Users. We reserve the right to offer every Portal User additional
a chargeable support in any and all responses to support requests. Telephone
based support and help-desk service is available at a chargeable fee.
To use the
Services, the Subscribing Organization and its Users must obtain and pay any
fees for access to the World Wide Web and provide all equipment necessary to
make such connection, including a computer and modem or other access device.
The Subscribing Organization and its Portal Users may access the Services and
the Portal only by means of the interface provided by iportinstant. Although
the Services and Portal are generally accessible worldwide, access may not be
available to all persons or in all locations. iportinstant reserves the right
to limit access to the Portal or the Services by any Subscribing Organization,
Portal User, or person, or from any location. The Services may contain links
to other World Wide Web Portals of iportinstant's partners, affiliates, and providers
of content or services to iportinstant in delivering the Services or to its Subscribing
Organizations as part of the Services (collectively, "Third Party Providers")
and to other resources and Portals (all such Portals collectively, "Linked
Portals"). Such links are provided for the convenience of the Subscribing
Organization and its Users only, and are not reviewed, monitored or controlled
by iportinstant. iportinstant does not endorse, is not responsible for and makes
no representation or warranty concerning the reliability or availability of these
Linked Portals or the accuracy, reliability, completeness or authenticity of
their contents, advertising or products, and is not responsible for web casting
or any transmission received from any Linked Portal. Use of Linked Portals is
subject to the privacy policies, terms of service and other conditions applicable
to such Portals. All linking to Linked Portals is at the sole risk of the Subscribing
Organization and its Users. Any concerns regarding any Linked Portal or its content,
products or services should be directed to the administrator or webmaster of
such Linked Portal.
All materials published by iportinstant and its Third Party
Providers, including but not limited to text, graphics, names, logos, service
marks and trademarks, and information contained on any Linked Portals (collectively,
the "Content")
are the property of or controlled by iportinstant or the party credited as the
provider of the Content.
The Subscribing Organization and its Users will respect
all proprietary rights of iportinstant and its Third Party Providers in and to
the Content, Portal Name, Services, and Portal, any products or other services
obtained therefrom.
6. FEES
All fees are payable in US dollars. All transmission
fees, currency conversion fees, wire and bank fees chargeable by or deducted
from remittances by any bank, including the transmitting, intermediary or recipient
bank are the responsibility of the remitting party (Subscribing Organization).
Merchant fees charged by Credit Card Companies assessed to iportinstant, will
be absorbed by iportinstant and are expressly not the responsibility of the remitting
party (Subscribing Organization).
During completion of the Portal subscription,
one person is designated as the responsible contact for purposes of billing and
payment of fees (the "Billing
Contact"). The Billing Contact is not personally liable for the Portal fees,
nor are individual Portal Users. The obligation to pay fees rests with the Subscribing
Organization. The Billing Contact may, however elect to furnish a personal credit
card for the purpose of paying Portal fees in which case the furnishing of such
information is considered his/her authorization for iportinstant to use the card
for any payments related to the Portal. The Billing Contact may be changed by
any Systems Administrator directly through the Portal. The iport software is
provided to iportinstant on a subscription basis. Such subscription charges entitle
the Subscribing Organization and its Portal Users to use the iport software without
any banner advertising or sponsorship advertising within the product. Third party
opt-in email services, HTML email that may have sponsors or ads within it, and
free subscription offers are not considered advertising or sponsorship advertising
for purposes of subscription charges. Subscribing Organizations and its Portal
Users agree that should subscription charges not be paid in a timely manner,
iportinstant may, in its sole discretion, discontinue service until such time
as the payments are brought current. Subscribing Organizations and its Portal
Users further agree that should payment for the iportinstant services be made
to a third party in connection with its offering of our service, and said third
party fails to make payments to iportinstant, iportinstant may, in its sole discretion,
discontinue service until such time as the payments are brought current.
The Monthly
Subscription Fees are charged in accordance with iportinstant's published prices
in force at the time of collection.
Portals and Portal Users are not charged for the first 14 days in which the Portal
is created. Billing will begin starting with the first day of the calendar month
after the Subscribe Now process has been completed. Fees will be assessed based upon Portal Usership
as of the billing date, generally the first calendar day of each month, and in
the first month will be based pro rata on usage after the initial 14 day trial
period.
For the purposes of Billing, a Portal User is defined as a record created in
the database which has the Portal User box checked (affirmed) in
the User Administration screen. Systems Administrators can create multiple individual
and organization records free of charge provided that they are not designated
as Portal Users. For the avoidance of doubt, if any individual record
has been set as Portal User during the period of review for Billing,
iportinstant will charge the appropriate fee for that individual in that period.
It is the Systems Administrator's responsibility to ensure that all Portal
Users are verified and correct at all times to avoid unnecessary or inaccurate
charges.
iportinstant will not be responsible for deleting individual records,
nor will it do so if requested. Deletion of individual records, Portal User or
otherwise, must be done by a Systems Administrator. Subscription fees are billable
to the person designated by the Subscribing Organization as indicated in the
Portal billing contact information record, which may be accessed and updated
only by a Systems Administrator. It is the Subscribing Organization's responsibility
to ensure that the billing contact information is complete and accurate at all
times. Only a Systems Administrator or the designated Billing Contact person
may cancel a Portal subscription.
Any cancellation will take effect, for billing purposes, as
of the last day of the calendar month in which the cancellation request is received
by iportinstant. Upon receipt of a valid cancellation request, iportinstant may
deactivate the Portal at any time.
iportinstant reserves the right to increase
the fees it charges for access by the Subscribing Organization and its Portal
Users to the iport software, provided, however, that iportinstant will provide
no less than sixty (60) days advance notice to existing iportinstant Subscribers
of its intention to do so.
Fees for other services, including but not limited to extra disk storage, design,
data transfer and SSL security are also charged in accordance with the prices
in effect at the time of purchase, or renewal.
7. THIRD PARTY (PARTNER) PORTALS
Subscribing Organizations may register for the iportinstant service through an
iportinstant Partner who may be a reseller of the Services on behalf of iportinstant.
In such cases, the Subscribing Organization hereby agrees that iportinstant may
provide usership, billing, other necessary contact information, including, but
not limited to "personally identifiable user information" to the iportinstant
Partner notwithstanding anything contained in these Terms of Service.
8. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS
Free storage space for the Subscribing Organization is currently limited to 100
MB, and it may be impossible to store some data or information at the Portal
due to space constraints. The Subscribing Organization agrees that iportinstant
is not responsible or liable for any insufficient storage capacity or the deletion
or failure to store data or information. iportinstant reserves the right to limit
the file download and/or bandwidth capacity of any or all Portals in its sole
discretion if it deems such limitation to be in the best interests of the operating
performance across all Portals.
9. PRIVACY
iportinstant respects the privacy of its Subscribing Organizations and Users.
Please read our
Privacy Statement which forms part of these Terms.
10. SUBSCRIBING ORGANISATION'S AND USERS' RESPONSIBILITIES
All Portal Information, Registration Information, Personal Information and other
information stored, publicly posted or privately transmitted through the Services
by the Subscribing Organization or its Users, the confidentiality and privacy
of all of the same and of the Portal, and all uses of the Services and the Portal
by the Subscribing Organization and its Users are their sole responsibility.
Without limitation, the Subscribing Organization and its Systems Administrator(s)
are responsible for monitoring the contents, use of and access to the Portal
and all such Information, and use of and access thereto by Portal Users who are
minors. Without limitation, the Subscribing Organization agrees that it and its
Portal Users will use the Services and the Portal only in accordance with these
Terms, and will not use them to:
a. upload, store, post, link to, email or otherwise
transmit, distribute, publish or disseminate any Portal Information, Content
or other information
(i)
that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory,
vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity;
(ii) that (or the transmission, distribution, publication or dissemination
of which) infringes any patent, trademark, trade secret, copyright, or other
rights or proprietary rights of any party, violates any contractual or fiduciary
relationships (such as inside, proprietary or confidential information);
(iii)
that is harmful to minors; or
(iv) that contains software viruses, trojan
horses, worms, time bombs, cancelbots or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software
or hardware or telecommunications equipment or circumvent any "copy-protect" devices,
any other harmful or disruptive program, or any warez, cracks, hacks, associated
utilities or other piracy related information;
b. provide inaccurate, incomplete, outdated or misleading
Registration Information or e-mail addresses, create a false identity or manipulate
identifiers to mislead or to disguise the origin of any information stored on
the Portal or transmitted through the Services, or impersonate or otherwise misrepresent
any affiliation with any person or entity;
c. modify, use, download, publish, upload, post, transmit,
transfer, sell, reproduce, create new or derivative works from, license, distribute,
perform, display, broadcast, exploit or otherwise copy any portion of the Services,
Portal Name, or any Content, or any products or other services (including software)
obtained therefrom, or permit access to the same by any unauthorized person or
entity;
d. interfere with or disrupt any links or click-through URL's provided
through the Services, or servers or networks connected to the Services, or violate
the regulations, policies or procedures of such servers or networks, or interfere
with another Subscribing Organization's or Portal User's use and enjoyment of
the Services;
e. attempt to gain unauthorized access to the Services, Content,
other Portals, Registration Information, Portal Information or Personal Information,
or other computer systems, servers or networks connected to the Services; or
f. violate
(intentionally or unintentionally ) any applicable local, state, national or
international law or regulation, any rules of any securities exchange of any
jurisdiction, laws regarding the transmission through the Services of technical
data or software exported from the country(ies) in which the Subscribing Organizations
and/or its Portal Users reside, and laws and regulations regarding online conduct
and acceptable content of the Subscribing Organization's and its Portal Users'
transmissions, Portal and Portal Information.
iportinstant does
not allow Portals to be designated as Adult Content Portals. This designation
indicates that some or all of the Portal content may not be appropriate for Users
under the age of 18. Posting of such material as listed in this Paragraph 10
is a violation of these Terms of Service and will be dealt with in accordance
with Paragraph 4 herein. If the Subscribing Organization designates its Portal
as an adult content Portal, iportinstant reserves the right to visit the Portal
either in response to a complaint, or, at its sole discretion, without having
received a complaint regarding the Portal. If iportinstant discovers a violation
of these Terms of Service, the Portal may be terminated in accordance with Paragraph
4 herein. iportinstant does not monitor information transmitted through the Services,
Portal Information or use thereof except to the limited extent permitted in these
Terms or the Privacy Statement http://www.iportinstant/privacy, but we have the
right (but not the obligation) to delete, move or edit and to require the Subscribing
Organization to delete, move or edit any Registration, Portal or Personal Information
that violates the same. iportinstant reserves the right to examine the information
or customer data contained within any Portal, however, for the sole purpose of
determining if a violation of these Terms of Service has occurred. The Subscribing
Organization must evaluate and bear all risks associated with use of any Portal
Information and any other information or products obtained from the Services,
including any reliance on the accuracy, completeness or usefulness thereof.
11. ANTI-SPAM POLICY
iportinstant does not condone or allow spam. The Subscribing Organization and
its Users may not use the Services, Content, iportinstant name or servers, the
Portal Information or the Portals to email or otherwise transmit, distribute,
publish or disseminate any unsolicited advertising, survey, promotional materials, "junk
email," "spam," "chain letters," "pyramid schemes," or
any other form of solicitation or duplicative or unsolicited messages (commercial
or otherwise) with respect to the Portals, Portal Information or any other business,
product or service, and may not use the Portal Name as the return address on
any unsolicited communication. We encourage Subscribing Organization and its
Users to help us enforce this policy. To report a violation, contact us at abuse@iport4business.com.
As
provided in the Privacy Policy, iportinstant
will cooperate with legal authorities in releasing information about Subscribing
Organizations and Users who violate this Anti-Spam Policy.
12. BACKUP
iportinstant regularly backs up Portal Information stored on the Portal, and
stores the same for a limited time. Subject to the limitations set forth in Sections
4 and 5 hereof, upon the Subscribing Organization's request and payment of the
then current fee, we will make reasonable efforts to restore Portal Information.
iportinstant will have no liability for any failure to back up or restore such
Portal Information, or for interruptions, delay or suspension of access to or
unavailability of Portal, Registration or Personal Information, or any loss of
such Information, data or transmissions.
13. WARRANTY INFORMATION AND DISCLAIMERS
The services, content, portal, linked portals, servers, storage facilities, and
all information, service and products advertised, purchased, obtained or accessed
through them or any third party provider (collectively, the "materials")
are provided "as available" and without representations, warranties
or conditions of any kind. To the fullest extent permitted by law, iportinstant
expressly disclaims all express, implied and statutory warranties, including,
but not limited to:
(a) warranties of merchantability, fitness for a particular
purpose, title and non-infringement of proprietary rights,
(b) any warranties that the materials
will meet the subscribing organization's or its users' requirements or expectations,
or will be reliable, timely, quick, consistent, secure, complete or free of errors,
inaccuracies, interruptions, viruses or other harmful components, or
(c) any warranties concerning the use
or the results of use of any of the materials.
The subscribing organization assumes total responsibility and risk for its and
its users' use of the materials. to the fullest extent permitted by applicable
law, under no circumstances will iportinstant be liable for any direct, indirect,
incidental, special, consequential, exemplary, punitive or other damages whatsoever
(including, without limitation, damages for loss of profits, goodwill, use, data,
or other intangibles) arising out of or in any way connected with:
(a) performance,
use, inability to use, misuse or provision of the materials, or any failure,
delay, interruption, suspension, changes or termination thereof, or the cost
of procuring substitutes therefore,
(b) any action taken in response
to or as a result of any content or information in the materials,
(c) failure to backup or store, loss of access, deletion or
unauthorized access to or alteration or use of the materials or the subscribing
organization's or users' transmissions, data, or personal, registration or portal
information,
(d)
any loss or interruption of data, transmissions or personal, registration or
portal information resulting from network, server or system outages, file corruption
or any other reason,
(e) any infringement of rights (including, without
limitation, intellectual property rights),
(f) statements or conduct of any party using the materials,
or
(g) order fulfillment,
customer service, billing or account collection by a third party provider, whether
based on contract, tort, negligence, strict liability or otherwise, even if iportinstant
has been advised of the possibility of such damages. The subscribing organization's
and its users' sole remedy is to discontinue use of the portal and the services.
These limitations will apply notwithstanding any failure of essential purpose
of any limited remedy.
14.
INDEMNITY
The Subscribing Organization and its Users agree, to the extent allowed under
applicable law, to indemnify and hold iportinstant, its parents, subsidiaries,
affiliates, officers, employees, sponsors and partners harmless from any claim,
loss, cost, expense, demand, or damage, including reasonable legal fees, arising
directly or indirectly out of:
(a) the Subscribing Organization's or its Users'
use of or connection to the Services, the Portal, or the Materials,
(b) Portal Information or other information
transmitted or stored by the Subscribing Organization or its Users through or
on the Portal or the Services,
(c) activities
in connection therewith, or
(d) the Subscribing Organization's
or its Users' breach of this Agreement or violation of the rights of any other
party.
15. PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS
The Services, the Portal, all Content, and all trademarks, including but not
limited to all material distributed or presented to the Subscribing Organization
or its Users through the Services by iportinstant or its Third Party Providers
or on the Linked Portals, and all rights and intellectual property rights therein,
are the sole property of iportinstant, or its Third Party Providers, and are
protected by copyrights, trademarks, service marks, patents or other proprietary
rights and laws. Any comments, suggestions or ideas or other information submitted
to iportinstant through the Portal, in writing, by e-mail or otherwise to iportinstant
will be the property of iportinstant and iportinstant will have all rights therein
without any obligation to compensate the Subscribing Organization or its Users.
All
Portal Information held in the Portal and created by the Subscribing Organization
will remain the sole property of the Subscribing Organization, its Users or any
party with rights therein. Any rights not expressly granted herein are reserved.
Should a Subscribing Organization discontinue service at the end of the 14 day
trial period, all data entered into the iportinstant Portal will be deleted or
otherwise destroyed. iportinstant will be under no obligation to return the data
to the Subscribing Organization unless the Billing Information form has been
completed and even then, any such obligation is limited and bound by the terms
of this contract.
16. MISCELLANEOUS
The Subscribing Organization agrees that no joint venture, partnership, employment,
or agency relationship exists between the Subscribing Organization or its Users
and iportinstant as a result of these Terms or use of or access to the Services,
Content or Portal. These Terms and the relationship among the Subscribing Organization,
its Users and iportinstant are governed by and construed in accordance with the
laws of Scotland without regard to conflict of law provisions. The Subscribing
Organization and its Users hereby consent to the personal and exclusive jurisdiction
and venue of the Court of Session, Edinburgh, Scotland in all disputes arising
hereunder or out of or relating to the use of or access to the Services, Content
or Portal, and waive any jurisdictional, venue or inconvenient forum objections
to such courts. Use of or access to the Services, Content and Portal is not authorized
in any jurisdiction that does not give effect to all provisions of these Terms.
If any part of these Terms is determined by a court to be invalid, unenforceable
or contrary to applicable law, then such provision will be deemed replaced by
a valid, enforceable provision that most closely matches the intent of the original
provision and the other provisions of these Terms will remain in force and effect.
These Terms incorporate by reference all notices and policies contained on the
Portal, and constitute the entire agreement between the Subscribing Organization,
its Users and iportinstant with respect to the Portal, the Services and Content,
and supersede all prior or contemporaneous communications, whether electronic,
oral or written, between the Subscribing Organization, its Users and iportinstant
with respect to the Services, Content and Portal. Any failure of iportinstant
to exercise or enforce any right or provision of these Terms will not constitute
a waiver of such right or provision. The Subscribing Organization and iportinstant
agree that regardless of any statute or law to the contrary, any claim or cause
of action arising out of or related to these Terms or the Services, Content or
Portal must commence within one (1) year after the cause of action arose; otherwise,
such cause of action is permanently barred.
17. REPRESENTATIONS OF SUBSCRIBING ORGANISATION
By registering and accepting these Terms, the initial Systems Administrator on
behalf of the Subscribing Organization and all its Users, and each user on its
individual behalf, hereby represents and warrants to iportinstant that:
a. s/he
is the duly authorized Systems Administrator or Portal User of the Subscribing
Organization and has the authority and legal capacity to register and accept
these Terms on behalf of the Subscribing Organization and to bind the Subscribing
Organization thereto, and/or to register and accept the same on his/her own behalf
and to be bound thereby;
b. all Users are at least 18 years
of age;
c.
(i) the Subscribing Organization and its Portal Users are eligible to establish
a Portal and to become Users,
(ii) the Subscribing Organization and its Users
accept and agree to be bound by these Terms, and the Subscribing Organization
will take all steps necessary to ensure that its Users so accept and are bound
by the same, without limitation or qualification, and
(iii) the Subscribing Organization and Portal Users will
regularly review these Terms, and in the event of any change, the Subscribing
Organization's or Portal User's failure to promptly discontinue use of the Services
and Portal as provided in Section 4 hereof will be deemed to indicate the agreement
of the Subscribing Organization, on its own behalf and on behalf of its Portal
Users, and of its Users to accept and be bound by such changes.
18. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT
INFRINGEMENT
Notifications of claimed copyright infringement should be sent to iport4business
Ltd., Suite 2, Airdrie Business Centre, Airdrie, ML6 6GX, Scotland , United Kingdom . All trademarks,
service marks and logos used in this Portal are the property of their respective
owners. All contents of this web site are the property of iport4business.com
Inc and/or its suppliers.
Copyright © 2008 iport4business Ltd. All Rights
Reserved
