Last Modified December 8, 2023
ISC TERMS OF SERVICE
- Agreement: This “Agreement” constitutes the Agreement regarding the products, services, support and other capabilities/value provided by Inventory Sales Cloud “ISC” to you, hereinafter referred to as “Subscriber”. ISC provides these products, services, support, and other capabilities/value (the “Platform”) to you as part of your “Subscription”, and from time-to-time Subscriber may decide to purchase ancillary services including but not limited to custom development, data compilation and data entry on a fee for service basis. By subscribing, you agree to the terms and conditions of this Agreement.
- Incorporated by Reference: This Agreement consists of the ISC Terms of Service, Terms and Conditions of Subscription, Pricing and Payment Disclosure, Confidentiality Policy, Development Agreement, IP Agreement and Additional Terms which together constitute the Agreement.
- Use of ISC: Subscriber acknowledges that their use of the Platform is strictly limited to the provisions of this Agreement, and failure to comply with the terms of this Agreement may result in the suspension, termination and deletion of Subscriber’s account and information, in addition to other actions.
- Cloud Based Platform: ISC is a cloud-based Platform, located on business-class level servers. Access to the Platform by Subscriber is via the internet, and ISC does not provide internet services to Subscribers. Subscribers must have their own internet access to connect to the Platform, regardless of Subscriber’s device (PC, Mac, Smartphone, Tablet, etc). ISC is not responsible for the quality, reliability, speed or availability of Subscribers internet access.
- Data Security: ISC uses the latest commercially stable and available technologies to secure its cloud data, and has an ongoing data security program to maintain security of its cloud data. Access to the Platform by Subscriber is via the internet, and ISC does not have control and therefore cannot be responsible for risks related to Subscriber’s access to the internet, or Subscriber’s internal password and Platform access policies. ISC and Subscriber recognize that there is an “arms race” of continual probing of platforms, cloud services and user’s accounts by criminal elements including the stealing data, ransomware, and other acts, and that some of these criminal elements include highly resourced and technically skilled actors. Because of the extraordinarily level of resources and commitment of such actors, and that Subscriber’s policies and processes are a factor in data security, Subscriber acknowledges ISC cannot be responsible in the event of systems penetration and harm by such actors.
- Subscriber as Administrator: By registering and creating an ISC Platform account, Subscriber designates a administrator for the account. Subscriber acknowledges that this designation of an administrator, as well as associated passwords and Platform access is under the control of Subscriber, and Subscriber is wholly responsible for the security, management, and secrecy of such information, and shall not hold ISC responsible for misuse or compromise of such information in any way. Should Subscriber’s administrator provide Platform access to third-parties, Subscriber agrees that such third parties are bound by this Agreement and shall be wholly responsible for such third-parties usage of the Platform. ISC in its sole discretion may terminate access for any Subscriber or third-party without notice which it believes is harmful or constitutes a risk to the Platform.
- Data Privacy: ISC’s platform keeps your Subscriber data separate from other subscriber’s data. ISC has internal control processes and procedures to control access to Subscriber data, to limit the risk of disclosure. ISC does not sell or market a Subscriber’s data except as requested by a Subscriber, for the benefit of that Subscriber. Please see the detailed Privacy Statement for complete information.
- IP Agreement: The data loaded into Subscriber’s account is typically provided by the Subscriber, and it is not possible for ISC to know or control the IP rights to such data, Subscriber is solely responsible regarding the data provided by Subscriber, and the IP Agreement governs ISC and Subscribers Agreement regarding IP.
- Impermissible Platform Use: The ISC Platform is provided for use by Subscriber, under this Agreement for the intended purposes defined in the Platform features, for the legitimate, legal, ethical, morally acceptable and business purposes of Subscriber. Use of the Platform for purposes other than the preceding, or that may bring negative publicity or notoriety to ISC, or harm to other parties is impermissible, and in a situation where ISC becomes aware of Subscriber’s usage which may be impermissible, Subscriber acknowledges that ISC, in its sole discretion, may immediately and without prior notice terminate the operations and services to Subscriber on the Platform. Subscriber further agrees that their use of the Platform will not include the following activities:
- Providing access, services or benefits of a Subscriber to other parties: The ISC subscription is for the benefit of the ISC Subscriber and cannot be sub-licensed or shared with another entity that ordinarily would be a Subscriber. For the purposes of this section, another entity includes another operating division of Subscriber’s entity.
- Compiling, copying, duplicating, recording or otherwise obtaining ISC Platform capabilities and software: The ISC Platform is provided to the Subscriber for their licensed intended use, and not for any other purpose, or providing such , software, API’s, source code, security features or other components of the ISC Platform, and/or providing such to third parties.
- Storage, Display, Link to, Reproduce, Promote, Distribution or Storage of Unacceptable Content: The ISC Platform cannot be used in any way with illegal, violent, advocation of violence or illegal activity, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind.
- Misrepresentation, False Identity, Impersonation: It is impermissible usage to misrepresent information or identity, or to create the impression of a false identity via Subscriber’s content.
- Spam, Solicitations, Pyramid Schemes, Denial of Service Attacks, Virus Distribution, Trojan Horses, Worms, Ransomware and other harmful, disruptive or surreptitious data collection software: Subscriber shall not enable, host or otherwise make available such information or software.
- Content which violates the IP Agreement.
- Situations which could compromise Platform security.
- Subscriber Recommendations, Feedback and Comments: Subscriber acknowledges that their recommendations, feedback, and comments to ISC shall become the property of ISC without reservation or claim, to be used in ISC’s sole discretion. Subscriber grants ISC a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use recommendations, feedback, and comments in any way.
- Professional Advice: ISC is not a legal, tax, accounting, investment or other advisor or expert. The capability provided by the Platform is based on Subscriber’s understanding, acceptance, and use of outside experts to use such capability in Subscribers business operations. Under no circumstances should Subscriber interpret Platform capabilities as a recommendation, approval or advice to the appropriateness, legality or propriety of such capabilities in Subscribers particular business circumstances.
- ISC Solicitation: From time to time, ISC will inform Subscriber of additional features, products, options, services or other offerings which ISC may believe to be of interest to Subscriber.
- ISC Communications: From time-to-time ISC may need to inform you of matters of a legal, operational, or service nature. Subscriber agrees that such communications may be delivered to the email address on file for the Subscriber, or alternatively/in addition to posting on the ISC website. Such delivery shall constitute constructive notice or receipt by Subscriber.
- Financial Information: From time-to-time the ISC platform may provide features which if used by Subscriber, require the Subscriber to provide financial information, including but not limited to account information, passwords, log-on IDs etc to enable the features to work. Such information is the property of Subscriber however once entered into the Platform by Subscriber constitutes a full, unlimited, world-wide license to use such information to provide Platform features to Subscriber. Subscriber is responsible for the accuracy, updating, changing and validity of such information, as well as any data that is improperly provided by Subscriber to the Platform.
- Software Upgrades, Patches, Updates, Revisions, Changes in Features, Storage Capacity and Other Changes:
- Subscriber acknowledges that ISC will routinely upgrade, patch, update and/or revise its software/Platform, and such may be done automatically with or without notice, and Subscriber agrees to accept the same.
- Subscriber acknowledges that ISC has the right in its sole discretion to modify the amount of storage space provided to Subscriber as well as the number of times you access the Platform or the length of time you remain connected to the Platform.
- Subscriber acknowledges that ISC has the right in its sole discretion to suspend a Subscriber account/service on a temporary or permanent basis to maintain the security of the Platform. A permanent suspension will be considered termination as detailed herein, and Subscriber may be entitled to a refund of paid but ISC unearned Subscription amounts.
- Disclaimer of Warranties:
- YOUR USE OF THE PLATFORM, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PLATFORM CAPABILITIES & SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISC, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE PLATFORM & SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. ISC AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE PLATFORM & SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE INITIAL DATE OF PURCHASE, SUBSCRIPTION OR DELIVERY OF PLATFORM ACCESS AND/OR THE SERVICES, WHICHEVER IS SOONER.
- ISC, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PLATFORM/SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
- Limitation of Liability and Indemnity:
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ISC, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SUBSCRIPTION AND SERVICES DURING THE TWO MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, ISC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ISC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF ISC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF ISC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
- Furthermore, you agree to indemnify and hold ISC and its Affiliates and Suppliers harmless from all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Platform or breach of this Agreement (collectively referred to as “Claims”). ISC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by ISC in the defense of any Claims.
- Agreement Modification/Changes: You agree that ISC may modify this Agreement, at any time without notice in our sole discretion, and such modifications/changes will be effective in 10 days after posting, communication or otherwise communicating to you of the same. As part of this, ISC may discontinue, suspend, cancel or terminate Platform features, capabilities, operations and/or related services at any time, without advance notice in its sole discretion. Your continued usage/access to the Platform and/or services is your acceptance of such modifications and changes.
- ISC may terminate this Agreement and/or Platform access at any time, without advance notice, in its sole discretion and is not under any obligation to provide the Platform and/or services on any ongoing basis to any Subscriber. In the event of termination by ISC, Subscriber will receive a refund of any unearned payments made to ISC.
- Subscriber may terminate their subscription to the Platform/services at any time, without advance notice, and any amounts owing by Subscriber to ISC shall become immediately due for payment to ISC. Subscriber is still bound by all the provisions of this Agreement without limitation, and which survive such subscription termination.
- Governing Law and Jurisdiction: This Agreement shall be governed by the Laws of the State of Florida, United States of America, without regard to its conflict of laws principles. Any disputes under this Agreement shall be brought only to a Court of Competent Jurisdiction in the State of Florida. Subscriber agrees that under no circumstances shall they take action to seek or effectuate a change of venue, and should they do so, shall be wholly responsible without limitation for ISC’s costs limited to defending such venue change, including but not limited to legal fees and other costs, regardless of the decision of any body, court or government entity on the merits of such dispute.
- Severability: In the event that Court of Competent Jurisdiction finds that a provision or section of this Agreement is invalid, illegal or improper, only such provision or section of this Agreement shall be impacted by such findings, and the remainder of this Agreement will remain in full force and validity. Should a Court make such a finding, ISC shall be entitled to modify this Agreement to affect the same outcome in a manner that is legal/in compliance with the Court/Jurisdiction.
- Acceptance: By subscribing (establishing an account with ISC) and/or purchasing ancillary services, Subscriber agrees to be bound by the terms of this Agreement without reservation, as well as the “Terms and Conditions of Subscription”, “Pricing & Payment Disclosure”, “Confidentiality Policy”, “Development Agreement”, Additional Terms and “IP Agreement” which are incorporated herein by reference and are part of this Agreement.
TERMS AND CONDITIONS OF SUBSCRIPTION
By subscribing to the ISC Platform, Subscriber agrees to the following terms and conditions of subscription:
- Subscriber’s subscription is an authorization to establish an account and use the Platform only for its intended use, for the period of the subscription.
- The period of the subscription is from the time Subscriber establishes an account, until the following:
- ISC terminates the Subscriber’s account, services, or access.
- Subscriber fails to pay such amounts as required to use the Platform and the Subscriber’s account is suspended or terminated by ISC for such non-payment as the then-in-effect payment policies provide.
- ISC terminates the availability of the Platform in any manner.
- The subscription is for the use of the Platform only by the legal entity which established the account, and furthermore, any other entities, subsidiaries, divisions, operations, or sub-entities may be required to establish a separate subscription account if in the sole opinion of ISC they are considered a separate business or operation. This provision expressly prevents a Subscriber from establishing a Platform account for use by multiple businesses, different business operations or third parties.
- From time to time in its sole discretion, without advance notice, ISC may modify the ISC Terms of Service, Terms and Conditions of Subscription, Pricing and Payment Disclosure, Confidentiality Policy, Development Agreement, IP Agreement and Additional Terms and shall update Subscriber as to such modifications via email, US Mail, posting on ISC’s website or other communications, and Subscriber, by continuing to use the Platform agrees to be bound by such modified Terms and Conditions of Subscription. Subscriber is free to terminate their subscription if such modified Terms and Conditions of Subscription are unacceptable to Subscriber.
- Incorporated by Reference: ISC Terms of Service, Terms and Conditions of Subscription, Pricing and Payment Disclosure, Confidentiality Policy, Development Agreement, IP Agreement and Additional Terms are incorporated herein by reference and are part of this Agreement.
PRICING AND PAYMENT DISCLOSURE
By subscribing to the ISC Platform, Subscriber agrees to the following pricing and payment policies:
- ISC will publish or otherwise provide it’s pricing for subscriptions, services, and other capabilities from time to time, or in response to a specific inquiry or configuration for a Subscriber.
- ISC may update, modify, or change it’s pricing from time to time, in its sole discretion. Such updates, modifications, and changes shall be effective upon all Subscribers and future subscribers as published, unless Subscriber has specifically entered into a Price Guaranty or similar ISC program to lock the Subscribers price for a specific amount and period of time.
- If Subscriber has entered into a Price Guaranty or similar ISC pricing program, the specific elements of that program shall be used to determine Subscriber’s pricing, until such program expires.
- Subscribers who fail to pay amounts owing to ISC within ISC terms may have their account suspended or terminated in the sole discretion of ISC. Generally, ISC follows the following escalation policy in collecting amounts owed by Subscriber. ISC retains the right in its sole discretion to modify the escalation policy on a case-by-case basis:
- If a payment card/method is rejected, and/or ISC is not paid amounts due, ISC will send a notice to the Subscriber administrator’s email address provided by Subscriber and loaded into the Platform. Subscriber is responsible to ensure this email address is always up to date and functional. Such email will be typically sent daily. These email notices will continue until the Subscriber has paid amounts owing, or the Subscriber’s account is terminated.
- After 15 calendar days of emails as noted in Section 4a above, ISC will widen this email notice distribution, and will send daily notices to every user account email provided by Subscriber and loaded into the Platform. These email notices shall continue until the Subscriber has paid amounts owing, or the Subscriber’s account is terminated.
- After 20 days of emails as noted above, Subscriber’s account shall be suspended. Suspension means that the Subscriber’s account is locked, and no transactions can flow through the Platform related to Subscriber’s account, and all Subscriber access is denied. During the period of suspension, ISC will continue to send notices to all email addresses as noted in Section 4b above. The Subscriber’s Platform generated web page will be modified with a notice that the Platform is suspended for non-payment.
- After 30 days, ISC will terminate the Subscriber’s account. Termination includes but is not limited to deactivating all platform functionality including Platform generated web pages and other such systems. Should Subscriber decide to pay all amounts outstanding, ISC may reactivate a Subscriber’s account, in its sole discretion. Such reactivation may include a reactivation charge to compensate ISC for such reactivation and collection expenses. Subscriber is responsible for all costs and efforts to update their system to bring it operationally current in the event of suspension or termination, should ISC allow for reactivation.
- After 90 days, ISC will purge the Subscriber’s account from the Platform. At such point, all Subscriber data and configuration will no longer exist or be recoverable. Should Subscriber pay all amounts owing at a future date, and ISC agree to establish an account for Subscriber (which it may refuse to do in its sole discretion), Subscriber shall enter into a new Subscription with ISC, and such account establishment shall be at then-in-effect terms, conditions and pricing. Although such Subscription shall be new, ISC maintains in its files the payment and previous account information for all Subscribers, including past Subscribers, and may rely on this information in making credit and pricing decisions.
- Subscribers who are past due shall be assessed a late charge of 2% per month, compounded monthly, beginning at the end of a month in which a payment is due but not paid in full. If such late charge exceeds the amount allowed for late charges in a particular legal jurisdiction, the late charge shall be the maximum amount allowed in such legal jurisdiction. The amount of such late charge shall be added to the principal amount owing each month, in the month following the imposition of a monthly late charge. This addition of the previous months interest charges to the new principal amount owing in the following month may be referred to as compounding of interest, and Subscriber specifically agrees to such computations and calculation methods.
- Nothing herein shall be construed to limit ISC’s right of collection for all amounts owed by Subscriber, and in addition, ISC shall be entitled to reimbursement for all costs of collection, including but not limited to travel, filing, legal, court, administrative, bank/financial institution, operational and any other costs incurred by ISC in collecting or related to collecting amounts owed. If ISC seeks collection through a court of competent jurisdiction, Subscriber contractually agrees to not dispute such action or the reimbursement for collection costs, and should Subscriber do so, Subscriber agrees to reimburse ISC for all costs, including legal fees, to defend against such dispute.
- ISC shall have the right of offset of any Subscriber asset account which ISC has access to as provided by Subscriber.
- ISC shall have a right to take possession of any Subscriber intellectual property provided by Subscriber for use on the Platform to recover amounts owing by Subscriber. This includes but is not limited to transactional data, trademarks, customer information, etc.
- Price Guaranty or Other Pricing Programs/Promotions: From time to time, ISC may offer pricing and promotional programs. The applicability of such programs to current and potential Subscribers shall be determined by the specific language of such programs. To avoid confusion and misunderstanding, unless specifically provided for in the program language, such future programs shall not apply to any current Subscriber pricing systems in place.
- Incorporated by Reference: The “ISC Terms of Service”, “Terms and Conditions of Subscription”, “Privacy Statement”, “Development Agreement” and “IP Agreement” are incorporated herein by reference and are part of this Agreement. “Additional Terms” may apply to Subscriber’s Subscription, and if so, are also incorporated herein by reference and are part of this Agreement.
By subscribing to the ISC Platform, Subscriber agrees to the following Confidentiality Policy:
- Confidential Information: Confidential Information is defined as follows:
- Information including but not limited to ISC’s operations, processes, configuration(s), product(s), Platform, services and any other information related to ISC which is not public information and which Subscriber receives or has access to through its relationship with ISC. Such information, if released by Subscriber without specific written ISC authorization to third parties or to the public, is still considered Confidential Information under this Policy, and such release is a violation of this Policy.
- Subscriber information, which is provided to ISC for the Subscriber’s account, which is not public at the time, or that has not been made public at any time by Subscriber or a third-party. This does not include any information provided by Subscriber for use in Subscriber’s customer-facing or public systems on the Platform. This does not include any information provided by Subscriber that in its use would normally include release to third parties, including financial account access information, transactional information or any third-party information.
- Protection and Disclosure of Confidential Information:
- ISC and Subscriber agree to protect Confidential Information to avoid unauthorized disclosure.
- ISC and Subscriber agrees to protect ISC Confidential Information using best-in-class processes, procedures, policies, systems, and controls to avoid unauthorized disclosure.
- Neither ISC or Subscriber shall be “at fault” for unauthorized disclosure that occurs because of a rogue unrelated “Third Party” who by using unauthorized means, penetrates ISC or Subscriber systems and obtains Confidential Information. This particular “not at fault” section is only applicable if the ISC or Subscriber system which is penetrated is protected as detailed in Section b above.
- In the event of a rogue third-party penetration, ISC or Subscriber shall inform the other party within 24 hours of becoming aware that such a penetration took place, and the possibility that the other party’s information may have been accessed.
- In the event of a rogue third-party penetration, ISC has the right to conduct a forensic security audit of the Subscriber’s systems and processes, at ISC sole cost and expense. In the event of such audit request, ISC shall fully detail the scope and method of its desired security audit, and the personnel who will be performing such audit. The personnel employed to perform such an audit shall be a third-party professional forensic security auditing firm known in the IT industry for routinely performing such work and shall have no relationship in any way to a competitor of Subscriber, or to ISC.
- In the event of disclosure of Confidential Information that can be reasonably assumed to come from a party, the party whose Confidential Information is disclosed has the right to inquire of the other party as to the specific processes, procedures, technology, tools and other systems used by that party to safeguard information, and that party shall answer such detailed questions by the inquiring party as deemed necessary by the inquiring party to fully understand the use of such processes, procedures, technology, tools and other stems. The inquiring party shall be given the complete and accurate information within 5 working days of request.
- Damages, Losses & Costs of Unauthorized Disclosure: In the event that Confidential Information is disclosed (intentionally or inadvertently) by Subscriber without written advance authorization from ISC and Subscriber is not in compliance with Section 2 of this Policy, Subscriber may be held liable for any damages, losses, harm, or other consequences of such release. In such case, ISC may petition a court of competent jurisdiction for reimbursement. In such a case, the prevailing party shall be entitled to recover not only reimbursement, but also any and all related costs, including by not limited to attorney fees and costs, court costs, travel and expert witness costs, etc. To avoid disputes regarding which party is the prevailing party, if the Court awards ISC any amount, regardless of other amounts which may or may not be awarded, ISC shall be considered the prevailing party.
- Incorporated by Reference: The “ISC Terms of Service”, “Terms and Conditions of Subscription”, “Pricing & Payment Disclosure”, “Privacy Statement”, “Development Agreement” and “IP Agreement” are incorporated herein by reference and are part of this Agreement. “Additional Terms” may apply to Subscriber’s Subscription, and if so are also incorporated herein by reference and are part of this Agreement.
By subscribing to the ISC Platform and requesting Development Services, Subscriber agrees to the following Development Agreement:
- From time-to-time ISC may offer certain Development Services, and a Subscriber may desire to purchase such services. The price, terms and conditions of such Development Services shall be detailed in a Development Services Order. This Development Agreement is part of any such Development Services Order, and such Development Services Order is part of this Development Agreement, which is incorporated by reference into the ISC Terms of Service.
- ISC provides a range of Development Services. This can be as simple as a modification of a Subscriber’s instance of the Platform, or as complex as an entire suite of capability or features. ISC anticipates and looks forwarding to providing such services to a Subscriber.
- Because each Development Service Order is unique, it is a custom services order between ISC and a Subscriber, and therefore should be detailed as to the scope of services, deliverables, timing, pricing and payment terms. Highly involved or complex Development Services will include deposits and milestone payments, and such payments shall be due and payable as detailed in the Development Service Order.
- In the event of non-payment for Development Services, such amounts owing shall be subject to the collection actions and account suspension/termination provisions of the Subscription Agreement.
- Incorporated by Reference: The “ISC Terms of Service”, “Terms and Conditions of Subscription”, “Pricing & Payment Disclosure”, “Privacy Statement”, “Confidentiality Policy”, “Development Agreement” and “IP Agreement” are incorporated herein by reference and are part of this Agreement. “Additional Terms” may apply to Subscriber’s Subscription, and if so are also incorporated herein by reference and are part of this Agreement.
- Development Services typically are a custom development activity requested by a Subscriber, to enhance or modify the ISC Platform. In many cases, this may be an acceleration of normal feature development which may be part of the ISC development roadmap or contemplated to be such. Development Services can involve the modification of the IP of ISC, and to avoid any confusion regarding IP ownership, all Development Services are performed based on providing a service to a Subscriber, and under no cases creates Subscriber owned IP, or a right or interest thereto. Subscriber specifically agrees by entering into a Development Services agreement with ISC, that all IP created remains the sole property of ISC.
IP/TRADEMARK/PROPRIETARY PROPERTY AGREEMENT
- The ISC Platform has many forms of property on it and for the purposes of this section, it is all referred to as IP. To name a few, there is the IP that ISC created when building the Platform, there is the IP that ISC created when building the business process, there is IP that ISC licenses about the Platform, there is IP that a Subscriber brings to their storefront in terms of Subscriber information, and there are registered trademarks that may exist in conjunction with Subscriber provided information.
- In general, ISC has no control of the information that a Subscriber puts on Subscriber controlled websites and the ISC store. While ISC, if it becomes aware of certain information and IP on a Subscriber storefront may act, including disabling or removing the ISC generated storefront, ISC does not routinely check or act as an editor of Subscriber provided content, which may include IP. The Subscriber is solely responsible to ensure that any information it provides to ISC to generate the Subscriber’s storefront has been checked for any IP conflicts, licensing, or approval requirements, and has taken proper action to ensure it has the full and complete legal right to use such IP. Subscriber agrees that under no conditions can they assert that ISC had any obligation to check or approve Subscriber provided IP or obtain rights to such IP for the Subscriber.
- SUBCRIBER AGREES THAT ALL INFORMATION PROVIDED BY SUBSCRIBER TO ISC HAS ALL THE LICENSES, RIGHTS RELEASES, APPROVALS AND COMPLETE AUTHORIZATION FOR IT’S USE BY SUBSCRIBER ON THE ISC PLATFORM, AND FURTHER SUBSCRIBER INDEMNIFIIES ISC FOR ANY AND ALL CLAIMS, LIABILITY, COSTS, ACTIONS OR OTHER ISSUES THAT MAY ARISE RELATED TO SUBSCRIBERS PROVISION OF INFORMATION AND MATERIALS TO ISC. FURTHERMORE, IN THE EVENT ANY ACTION IS TAKEN AGAINST ISC FOR INFORMATION PROVIDED BY SUBSCRIBER, SUBSCRIBER SHALL BE RESPONSIBLE FOR ALL COSTS INCURRED BY ISC, INCLUDING BUT NOT LIMITED TO ADMINISTRATIVE COSTS, LEGAL FEES, EXPENSES AND COSTS, TRAVEL, BUSINESS INTERRUPTION, RESEARCH, PROGRAMMING AND OTHER COSTS WHICH ARE TOO NUMEROUS TO LIST, WITHOUT LIMITATION. IN THE EVENT THAT LEGAL ACTION IS TAKEN AGAINST ISC REGARDING SUBSCRIBER PROVIDED IP, ISC IN IT’S SOLE DISCRETION MAY TAKE CONTROL OF THE DEFENSE OF SUCH CLAIM, IN ANY FORUM OR PROCEEDING, AND RESOLVE THE ACTION/CLAIM IN IT’S SOLE DISCRETION. IN SUCH EVENT WHERE ISC TAKES CONTROL, THIS DOES NOT MITIGATE, LIMIT OR ABSOLVE SUBSCRIBER’S OBLIGATIONS OF INDEMINIFICATION DETAILED HEREIN.
- Subscriber acknowledges that all developmental and configuration services provided by ISC does not create any right of IP ownership for Subscriber.
- Subscriber acknowledges that should ISC provide datafile conversion or data creation/compilation services to Subscriber, such datafiles and creation/compilation is considered “Subscriber provided information” with regard to Section 3 above.
- Subscriber acknowledges that it’s subscription to ISC does not confer any IP rights from ISC to Subscriber, and such subscription is only an authorization to the use the ISC Platform within it’s stated purpose, functionality, and conformance with ISC’s policies, rules, discretion and the terms of this Agreement. Under no conditions may Subscriber make statements or release information regarding the ISC Platform which would disclose IP or create an impression that such statements or information release was an authorized use of ISC IP.
- ISC endeavors to help Subscriber’s be successful, and from time to time may provide ancillary services to a Subscriber.
- Because the nature of such ancillary services is case-by-case specific, it is not possible to know all the additional terms and conditions for such ancillary services.
- In the event that ISC provides ancillary services or modifies existing services to meet the needs of a Subscriber, such services or modification may be subject to Additional Terms, which shall be detailed in writing between ISC and Subscriber.
- In the event of the creation of such Additional Terms, such terms shall become part of this Agreement, and are incorporated herein by reference.