Effective: March 28, 2016
By accessing, subscribing to, or using our Services and Products or downloading our software (including submitting an order form or clicking on a “submit”, “sign in”, “I agree” or similar button in connection with our Services and Products or software): (1) you acknowledge that you have read, understand and agree to be bound by this Agreement, and (2) you represent that you have the authority to enter into these terms, either personally or, if you have named or are using the Services and Products or software on behalf of a company, on behalf of such company, in which case you also represent that you have the authority to bind such company to these terms. If you do not agree to this Agreement, or if you do not have such authority, you should refrain from using the Services and Products. iValu8 may change, add, or remove any part of this Agreement at any time. If any future changes are unacceptable to you, you should refrain from using the Services and Products. Your continued use of the Services and Products following the posting of any such changes will indicate your acceptance of any such changes.
1. Description of the Services and Products.
iValu8 also offers a variety of value added Services and Products (some or all of which may be subject to additional cost) (collectively, “Value Added Services and Products”), which may include without limitation the ongoing setup and support of Wi-Fi access points and marketing campaigns as well as access to other premium content and Services and Products. iValu8 may in the future offer additional Services and Products which will also be subject to this Agreement.
2. Your Use of the Services and Products.
The Services and Products are intended solely for use by individuals who are thirteen (13) years of age or older. Any registration, use or access to the Services and Products by anyone under thirteen (13) years of age is strictly prohibited and in violation of this Agreement. If you are thirteen (13) years of age or older but under eighteen (18) years of age, you may use the Services and Products only if you either are an emancipated minor or have the consent of your parent or legal guardian, and are fully able and competent to enter into this Agreement and to abide by and comply with its terms.
You agree to use the Services and Products only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
In connection with your accessing or use of the Services and Products, you agree not to:
(a) Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, or profane information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, provincial, state, national or international law, including without limitation, export control laws and regulations;
(b) Post or transmit any information or software that the sender is aware contains a virus, worm, Trojan horse, time bomb or any other harmful software code, data or similar file that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, personal information or property of another
(c) Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material which is protected by copyright or other proprietary right, without obtaining the permission of the copyright owner or right holder;
(d) Attempt to gain unauthorized access to other accounts, computer systems or networks connected to any iValu8 server or to the Services and Products through hacking, password mining or any other means
(e) Share an account, including, without limitation, letting third parties use your account and password.
(f) Use the Services and Products to run a promotion or contest with prizes and manipulate Users into entering without the intention of giving out a prize.
3. Your Registration Obligations.
In order to access and use certain features or functions of your iValu8 Services and Products, you must register for an account with iValu8 (“Account”) by providing information about yourself (such as identification or contact details) as part of the registration process. You agree that any registration information you give to iValu8 will always be accurate, correct, complete, and up to date and you agree to maintain the accuracy of such information.
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with your Account. Accordingly, you agree that you will be solely responsible to iValu8 for all activities that occur under your Account. If you become aware of any unauthorized use of your password or of your Account, you agree to notify iValu8 immediately at firstname.lastname@example.org. We will not be liable for any damage or loss caused from any unauthorized account access resulting from your actions, such as not logging out of the account or sharing your account password. We reserve the right to refuse registration or cancel an account at any time.
4. Your User Content.
You acknowledge that the Services and Products are automated (e.g., User Content is transmitted using software tools and third party Services and Products) and that iValu8 personnel will not access or view any User Content, except in connection with providing the Services and Products including, but not limited to, the following: (i) for normal operation and Value Added Services and Products as required for data analysis or User Content moderation as applicable, (ii) during a Services and Products interruption, as necessary to restore the applicable User Content; (iii) to troubleshoot any issue with the Services and Products; (iv) as deemed necessary or advisable by iValu8 in good faith to conform to legal requirements or comply with legal processes.
You understand that iValu8, in performing the required technical steps to provide the Services and Products to its users, may (i) transmit or distribute your User Content over various public networks and in various media, and (ii) make such changes to your User Content as are necessary to conform and adapt that User Content to the technical requirements of connecting networks, devices, Services and Products or media. You agree that iValu8 is permitted to take these actions in connection with the provision of the Services and Products.
5. Promotions and Contests.
If you are Subscriber offering a promotion or contest, you acknowledge and agree that iValu8 merely facilitates the distribution of promotions and contests and understand that the Services and Products provides no safeguards ensuring that your promotions and media comply with any law, rule, regulation or policy. You also acknowledge and agree that you are responsible for ensuring that your promotion or media complies with any applicable law, rule, or regulation and agree to comply with all statements and promises made to Users (except to the extent such statements and promises violate the law).
6. Proprietary Rights.
You acknowledge and agree that iValu8 owns all legal right, title and interest in and to the Services and Products and Software, including any intellectual property rights therein (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services and Products and Software may contain information which is designated confidential by iValu8 and you agree not to use such information except as expressly permitted under this Agreement or to disclose such information to any third party without iValu8’s prior written consent. There are no implied licenses hereunder, and all rights not expressly granted under this Agreement are reserved to iValu8.
Any feedback, comments, or suggestions you may provide regarding iValu8, the Software or Services and Products (“Feedback”) is entirely voluntary. You hereby assign to iValu8 all rights in the Feedback and agree that iValu8 is free to use such feedback, comments or suggestions as it sees fit, including but not limited to incorporation into Software and/or Services and Products, and without any obligation to you.
You agree that you will not remove, obscure or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained in the Software or Services and Products.
7. Software License.
Subject to the terms and conditions of this Agreement, iValu8 grants you a personal, worldwide, royalty-free, revocable, non-assignable and non-exclusive license (without the right to sublicense) to download, install, execute and display the Software, in executable object code format only, and to use the Services and Products solely for your personal use in the manner permitted by this Agreement. Your use of the Services and Products is limited to the express terms of this Agreement. You may not (and you may not permit anyone else to (i) modify, create derivative works of, dissemble, reverse compile or reverse engineer any part of the Software or Services and Products, (ii) use the Software or Services and Products in order to build a similar or competitive product or service, or (iii) otherwise exceed the scope of the express license granted herein. Except as expressly stated herein, no part of the Software or Services and Products may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical or other means. You may not assign (or grant a sublicense of) your rights to use the Software or Services and Products, grant a security interest in or over your rights to use the Software or Services and Products or otherwise transfer any part of your rights to use the Software or Services and Products.
The Software may contain certain third-party notices that iValu8 is required to provide to you in conjunction with the Software. In addition, the Software may specifically identify certain software code that is incorporated into or distributed with the Software, but is actually licensed to you under one or more “open-source” or “free software” licenses (the “Open Source Software”). Notwithstanding anything to the contrary in this Agreement, the Open Source Software is not licensed under (and is not subject to the terms of) this Agreement, and instead is separately licensed to you pursuant to the terms and conditions of their respective open-source software licenses.
8. Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND PRODUCTS AND SOFTWARE (WHETHER IN WHOLE OR IN PART) IS AT YOUR SOLE RISK, AND THE SERVICES AND PRODUCTS AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IVALU8 AND ALL IVALU8 PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES AND PRODUCTS, SOFTWARE OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER IVALU8 NOR ANY IVALU8 PARTY MAKES ANY WARRANTY THAT (i) THE SERVICES AND PRODUCTS AND SOFTWARE WILL BE PROVIDED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (ii) THE SERVICES AND PRODUCTS AND SOFTWARE ARE OR WILL BE FREE OF DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR (iii) THE SERVICES AND PRODUCTS AND SOFTWARE WILL MEET YOUR REQUIREMENTS.
IVALU8 USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON OUR WEBSITE AND AS PART OF OUR SERVICES AND PRODUCTS. IVALU8 ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY TYPOGRAPHICAL OR OTHER ERRORS OR OMISSIONS IN THE CONTENT OF THESE SERVICES AND PRODUCTS. IN THE EVENT THAT A PRODUCT IS LISTED AT AN INCORRECT PRICE OR WITH OTHER INCORRECT INFORMATION, IVALU8 SHALL HAVE THE RIGHT TO REFUSE OR CANCEL ANY ORDERS PLACED FOR THE PRODUCT LISTED INCORRECTLY.
WITHOUT LIMITING THE FOREGOING, IVALU8 SHALL HAVE NO OBLIGATION TO YOU IF YOUR USER CONTENT IS UNUSABLE, DAMAGED, LOST OR OTHERWISE UNAVAILABLE OR NOT ACCESSIBLE. IN NO EVENT WILL IVALU8 OR ANY IVALU8 PARTY BE LIABLE FOR ANY CLAIM OF ANY NATURE, WHETHER DIRECT OR INDIRECT, ARISING FROM OR RELATED TO (I) THE DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT TRANSMITTED BY OR THROUGH YOUR USE OF THE SOFTWARE OR SERVICES AND PRODUCTS, OR (II) ANY LIABILITY, LOSS OR DAMAGE INCURRED AS A RESULT OF SUCH CONTENT. YOU USE THE SERVICES AND PRODUCTS AND SOFTWARE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGES TO YOUR CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEM.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
9. Limitation of Liability.
You shall indemnify iValu8 for damages, costs and attorney’s fees that iValu8 incurs from any third party claim that (i) arise from your modification of the Services and Products or (ii) the use by iValu8 of any materials provided to iValu8 by you for use in the Services and Products infringe any U.S. patent, copyright, trademark, trade secret or other intellectual property right under U.S. law. You shall assume the defense of any third party claim with counsel reasonably satisfactory to iValu8. iValu8 may employ its own counsel in any such case, and shall pay such counsel’s fees and expenses. You shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires iValu8 being indemnified to take or refrain from taking any action or purports to obligate iValu8 being indemnified, then you shall not settle such claim without the prior written consent of iValu8, which consent shall not be unreasonably withheld, conditioned or delayed. THE PARTIES DISCLAIM THE IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.
11. Software Updates.
The Software may automatically download and install updates from iValu8 from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit iValu8 to deliver these to you) as part of your use of the Software.
iValu8 may engage in continuous efforts to improve the Services and Products and Software and the experience you’ll have when you use them. iValu8 reserves the right to modify, suspend or discontinue the Software or Services and Products at any time. Unless otherwise expressly stated by iValu8 at the time of delivery, any future release, update, or addition to the functionality of the Software or Services and Products shall be subject to the terms of this Agreement. You may stop using the Software or Services and Products at any time in accordance with the termination clauses of this agreement..
13. Links to Other Sites.
The Services and Products and Software may enable you to transfer and email User Content to other websites or parties (“Third Party Sites”) who may be able to collect your personal information across websites and over time. iValu8 has no control over, and assumes no responsibility for, the practices of any Third Party Sites, and is not responsible for any damage or loss caused in connection with the use of any Third Party Sites or their content. Additionally, iValu8 is not responsible for the information gathering and dissemination practices of any Third Party Sites, and this Agreement does not apply to any Third Party Sites. When you link to Third Party Sites, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
14. Termination of this Agreement.
This Agreement will continue in effect until terminated by either you or iValu8 as set forth herein. You may, in your sole discretion, terminate this Agreement at any time by (i) notifying iValu8 in writing, (ii) closing your Account (if applicable), (iii) discontinuing any further use of the Software and/or Services and Products and destroying any copies of Software in your possession or under your control, and (iv) returning any Product in your possession or under your control. iValu8 may, in its sole discretion, suspend your rights to use the Software and/or Services and Products or terminate this Agreement (including terminating your Account, if applicable), without notice, if (a) you breach this Agreement, (b) iValu8 is required to do so by law, (c) you engage in conduct iValu8 believes is harmful to other iValu8 Users or the business of iValu8, or (d) iValu8 has elected to discontinue the Services and Products and/or Software. iValu8 will not be liable to you or any third-party for any termination of this Agreement or termination, suspension or limitation of your access to the Software and/or Services and Products.
Termination of this Agreement, Software, Services and Products and your Account may include any or all of the following: (i) removal of access to all or part of the Services and Products, (ii) deletion of your password and all related information, files and User Content associated with your Account, (iii) barring of further use of all or part of the Software and/or Services and Products, and (iv) additional Fees related to return of Products.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Agreement constitutes the entire agreement between you and iValu8 regarding your use of the Services and Products (and, if used, the Software) and supersedes all prior and contemporaneous written or oral agreements between you and iValu8. However, you may also be subject to additional terms and conditions that apply when you use or purchase other iValu8 Services and Products, which iValu8 will provide to you at the time of such use or purchase.
You agree that iValu8 may provide you with notices, including those regarding changes to the Agreement, by email, regular mail or postings on the Software or Services and Products. The failure of iValu8 to exercise or enforce any legal right or remedy which is contained in this Agreement (or to which iValu8 has the benefit under any applicable law) will not constitute a waiver of such right or remedy. If any provision in this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision will be enforced to the maximum extent possible, or, if incapable of such enforcement, will be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances will remain in full force and effect.
The Services and Products and Software are controlled and operated by iValu8 from the United States, and are not intended to subject iValu8 to the laws or jurisdiction of any state, country or territory other than that of the United States. iValu8 does not represent or warrant that the Software or Services and Products or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access and use the Software or Services and Products do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. iValu8 may limit availability of the Software or Services and Products, in whole or in part, to any person, geographic area or jurisdiction selected by iValu8, at any time and in iValu8’s sole discretion.
You agree that, except for third-party iValu8 Parties and as otherwise expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without iValu8’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
16. Applicable Law.
By visiting the Website, you agree that the laws of the state of North Carolina, without regard to principals of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and iValu8.
17. Disputes Law.
Any dispute relating in any way to your visit or access of the Website or to the products you purchase through the Website shall be submitted to binding arbitration in Orange County, North Carolina State. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
18. Fees and Payment.
Fees. Certain features of the Services and Products are provided for a fee to Subscriber customers. Fees for the Services and Products, if any, are as set forth on the iValu8 websites or as specified as part of your registration and ordering process. Any applicable taxes, levies, or duties imposed by taxing authorities will be in addition to iValu8’s fees, and you are responsible for payment of all such taxes, levies or duties. iValu8’s prices are subject to change from time to time, however, iValu8 will provide Subscribers with at least thirty (30) days advance notice prior to any such change. The Subscriber may immediately cancel the Subscription Services and Products prior to the pricing change going into effect or may otherwise terminate the Subscription Services and Products and pursuant to other provisions within the Agreement. For some Subscribers, certain fees may be due for the return of Products or failure to return Products in a timely manner as stipulated in the applicable return policy relevant for those Products.
Payment. You agree to pay the full price for all Services and Products you purchase from iValu8 or through an iValu8 reseller partner (Authorized Reseller). iValu8 may utilize a third party (“Payment Provider”) to process payments made directly through any iValu8 website. You must provide our Payment Provider with a valid credit card or payment account information or another valid payment method accepted by the Payment Provider.
Subscriber represents and warrants that any credit/debit card used to purchase Services and Products is issued to Subscriber, and Subscriber has all necessary rights and authority to use the credit/debit card. Credit Card Payments are subject to validation checks and authorization by the card issuer. iValu8 is not obligated to inform Subscriber of the reason for the refusal of any Credit Card Payment.
iValu8, through its Payment Provider, will automatically bill your credit card or payment account until you cancel the applicable Service as follows: (a) on the date you subscribe to the applicable Service and each month thereafter for monthly subscriptions or (b) on the date you subscribe to the applicable Service and each year thereafter for annual subscriptions. By providing your credit card number or other payment account and associated payment information to iValu8 or its Payment Provider, you hereby authorize iValu8 through its Payment Provider to bill your credit card or payment account as described above. If timely payment is not received or cannot be charged to your credit card or payment account, iValu8 reserves the right to suspend or terminate your access to the applicable Service. You agree that iValu8 may charge such unpaid fees to your credit card or payment account or otherwise bill you for such unpaid fees. All payments are nonrefundable (even if you cancel a paid Service prior to the expiration of the term).
iValu8 may also use a third party agent for distribution of the Services and Products to Subscribers and collection of fees (“Collection Agent”). In the case of a Collection Agent, Subscriber grants Collection Agent the right to charge the credit card provided to the Collection Agent for all amounts incurred under this Agreement.
19. Third Party Services and Products.
iValu8 has partnered with third parties to provide some of the Services and Products (“Third Party Provided Services and Products”). Although Third Party Provided Services and Products may be included as part of the Services and Products, and your use of them is covered by this Agreement, notwithstanding anything to the contrary in this Agreement, iValu8 makes no representations or warranties concerning, and is not liable or responsible in any manner for, any performance, effectiveness or other aspect of Third Party Provided Services and Products. As a condition of using some Third Party Provided Services and Products, you may be required to agree to supplementary terms that will be separately presented to you.
For avoidance of doubt, third parties acting as Collection Agents are not (a) a party to this Agreement; (b) the licensor or provider of the Services and Products; or (c) liable to any User in any way with respect to their use of the Services and Products.
20. Suspension of Services and Products.
iValu8 does not generally monitor User activity occurring in connection with the Services and Products. If iValu8 becomes aware, however, of any possible violations by you of any provision of this Agreement, iValu8 reserves the right to investigate such violations, and iValu8 may, in its sole discretion, terminate or suspend your use of the Services and Products without prior notice to you. If, as a result of such investigation, iValu8 believes that criminal activity has occurred, iValu8 reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. iValu8 is entitled, except to the extent prohibited by applicable law, to disclose any information about you in iValu8’s possession in connection with your use of the Services and Products to law enforcement or other government officials, as iValu8 in its sole discretion believes to be necessary or appropriate.
21. Privacy and Security.
22. Notices of Copyright Infringement
23. Customer Service
If you need assistance with your account, you may find answers and support on our website using resources and contacts found at http://www.ivalu8.com.
You can also reach us with customer service questions at Support@ivalu8.com.