Effective September 1, 2014
1.1 Your use of the Intecrop service is governed by this agreement (the "Terms"). "Intecrop" means Intecrop (Pty) Ltd, located at Goede Hoop, De Doorns, 6875, South Africa, and its subsidiaries or affiliates involved in providing the Intecrop Service. The "Intecrop Services" means the services Intecrop makes available through this website, including this website, the Intecrop API, and any other software or services offered by Intecrop in connection to any of those.
1.2 In order to use the Intecrop Services, you must first agree to the Terms. You can agree to the Terms by actually using the Intecrop Services. You understand and agree that Intecrop will treat your use of the Intecrop Services as acceptance of the Terms from that point onwards.
1.3 You agree your purchases of Intecrop Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Intecrop or any of its affiliates regarding future functionality or features.
2.1 You must provide accurate and complete registration information any time you register to use the Intecrop Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Intecrop immediately.
2.2 Your use of the Intecrop Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Intecrop Services by any means other than through the interface that is provided by Intecrop in connection with the Intecrop Services, unless you have been specifically allowed to do so in a separate agreement with Intecrop, or (b) engage in any activity that interferes with or disrupts the Intecrop Services (or the servers and networks which are connected to the Service).
3.1 The Intecrop Services shall be subject to the privacy policy for the Intecrop Services available at privacy policy. You agree to the use of your data in accordance with Intecrop's privacy policies.
4.1 Subject to the Terms, the Intecrop Services is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at pricing (or such URL as Intecrop may provide).
4.2 For all purchased resources and services, we will charge your account on an annual basis or at the interval indicated in Intecrop fees and payment policies, if different. Late payments will result in the immediate suspension of paid services. These services will only resume once positive proof of payment is received. Charges are solely based on Intecrop's measurements of your use of the Intecrop Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Intecrop and only in the form of credit for the Intecrop Services. Nothing in these Terms obligates Intecrop to extend credit to any party. Intecrop may provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Intecrop shall not be liable for any use or disclosure of such information by such third parties. Intecrop reserves the right to discontinue the provision of the Intecrop Services to you for any late payments.
4.3 Intecrop may change its fees and payment policies for the Intecrop Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Intecrop may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
5.1 You acknowledge and agree that Intecrop (or Intecrop's licensors) own all legal right, title and interest in and to the Intecrop Services, including any intellectual property rights which subsist in the Intecrop Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.1 Intecrop hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Intecrop trademarks and/or logos ("Marks") for the sole purpose of promoting or advertising that you use the Intecrop Services. You agree that all goodwill generated through your use of the Intecrop Marks shall inure to the benefit of Intecrop.
7.1 You may choose to or we may invite you to submit comments or ideas about the Intecrop Services, including without limitation about how to improve the Intecrop Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Intecrop under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.1 Intecrop may, and you grant us permission to, make recommendations via the Intecrop Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Intecrop Services.
9.1 Intecrop is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Intecrop Services which Intecrop provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Intecrop Services will be effective with respect to all versions of the Intecrop Services; examples of changes to the form and nature of the Intecrop Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
9.2 You may terminate these Terms at any time by canceling your account on the Intecrop Services. You will not receive any refunds if you cancel your account.
9.3 You agree that Intecrop, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Intecrop Services may be without prior notice, and you agree that Intecrop will not be liable to you or any third party for such termination.
9.4 You are solely responsible for exporting your Content and Application(s) from the Intecrop Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
9.5 Upon any termination of the Intecrop Services or your account these Terms will also terminate, but Sections 5.1, 9, 10, 11, 12, and 15 shall continue to be effective after these Terms are terminated.
10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT INTECROP'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE INTECROP SERVICE IS AT YOUR SOLE RISK AND THAT THE INTECROP SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
10.3 INTECROP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE INTECROP SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INTECROP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE INTECROP SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE INTECROP SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE INTECROP SERVICES WILL BE ACCURATE.
11.1 SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT INTECROP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
11.2 THE LIMITATIONS ON INTECROP'S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT INTECROP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12.1 You agree to hold harmless and indemnify Intecrop, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Intecrop and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Intecrop Services, (c) your violation of applicable laws, rules or regulations in connection with the Intecrop Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Intecrop will provide you with written notice of such claim, suit or action.
13.1 The Intecrop Services may include hyperlinks to other web sites or content or resources or email content. Intecrop may have no control over any web sites or resources which are provided by companies or persons other than Intecrop.
13.2 You acknowledge and agree that Intecrop is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
13.3 You acknowledge and agree that Intecrop is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
14.1 Intecrop may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
14.2 You understand and agree that if you use the Intecrop Services after the date on which the Terms have changed, Intecrop will treat your use as acceptance of the updated Terms.
15.1 The Terms constitute the whole legal agreement between you and Intecrop and govern your use of the Intecrop Services (but excluding any services which Intecrop may provide to you under a separate written agreement), and completely replace any prior agreements between you and Intecrop in relation to the Intecrop Services.
15.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
15.3 If Intecrop provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
15.4 You agree that Intecrop may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Intecrop Services. By providing Intecrop your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
15.5 You agree that if Intecrop does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Intecrop has the benefit of under any applicable law), this will not be taken to be a formal waiver of Intecrop's rights and that those rights or remedies will still be available to Intecrop.
15.6 Intecrop shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
15.7 The Terms, and your relationship with Intecrop under the Terms, shall be governed by the laws of the Republic of South Africa without regard to its conflict of laws provisions. You and Intecrop agree to submit to the exclusive jurisdiction of the courts located within the municipality of Stellenbosch, Western Cape to resolve any legal matter arising from the Terms.
15.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of the Intecrop Services upon written notice to the assigning party.
This document is an adaptation of the Heroku Terms of Service. The original work has been modified. Heroku, Inc. is not connected with and does not sponsor or endorse Intecrop or its use of the work.