WARNING: COPYING, REDISTRIBUTION OR REVERSE ENGINEERING IS STRICTLY DISALLOWED. Any violation will result in immediate termination of services and a lifetime ban, as well as legal action to recover damages caused.
IMPORTANT: Your use of and access to our services (defined below) are subject to the following terms; if you do not agree to all of the following, you may not use or access the services in any manner.
Visiting Instant or sending emails to Instant constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Instant is not responsible for third party access to your account that results from theft or misappropriation of your account. Instant and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. Instant does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use Instant only with permission of a parent or guardian.
LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES
Instant may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Instant and Instant is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Instant is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Instant of the site or any association with its operators. Certain services made available via Instantare delivered by third party sites and organizations. By using any product, service or functionality originating from the Instant domain, you hereby acknowledge and consent that Instant may share such information and data with any third party with whom Instant has a contractual relationship to provide the requested product, service or functionality on behalf of Instant users and customers.
NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY
These Terms of Service and End User License Agreement (“EULA”) govern the use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use of the software and/or immediately cease any use of the software.
If you are a paying subscriber to the Services, to the extent that Instant processes any Personal Data (as defined in the DPA) that is subject to the GDPR (as defined in the DPA), on your behalf, in the provision of the Services, the terms of the data processing addendum located here (“DPA” or “Addendum”), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses referenced in the DPA, when you are the data exporter, your agreeing to these Terms of Service shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.
The terms “reproduce,” “reproduction” and “distribution” have the same meaning here as under U.S. copyright law.
“You” means the licensee of the software.
“Your company” means the company you worked for when you use the software.
“Reference use” means use of the software within your company as a reference, in read only form, for the sole purposes of debugging your products, maintaining your products, or enhancing the interoperability of your products with the software, and specifically excludes the right to distribute the software outside of your company.
“Licensed patents” means any Licensor patent claims which read directly on the software as distributed by the Licensor under this license.
2. Rights of Reproduction & Re-use
This is software is copyrighted, and intended for use in read-only form as follows:
(A) Subject to the terms and conditions of this Agreement, Instant hereby grants to you a non-exclusive, nontransferable right to use the Software (for the purpose of this Agreement, to use the Software includes to download, install, and access the Software) listed in the Grant Letter solely for your own internal business operations.
(B) The Software, including, without limitation, its object code and source code, whether or not provided to you, is strictly confidential to Instant . Instant (or its licensors) owns exclusively and reserves all – and you may not exercise any – right, title, and interest in and to the Software, including, without limitation, all intellectual property rights in and to the Software, except to the extent of the limited Software use license granted to you in this Agreement. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you pursuant to this Agreement. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Instant, having great commercial value to Instant .
(A) No Trademark License- This license does not grant you any rights to use the Licensor’s name, logo, or trademarks.
(B) General Restrictions- You may not, and you may not cause or allow any third party to: (i) decompile, disassemble or reverse-engineer the Software; or create or recreate the source code for the Software; (ii) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and Documentation made by you; (iii) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise; (iv) modify, adapt, tamper with, translate, or create derivative works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with Instant ; (v) except with Instant ’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (vi) attempt to do any of the foregoing. You may not run or operate the Software in a cloud, Internet-based computing, or similar on-demand computing environment unless your Grant Letter specifically provides such.
(C) If you begin patent litigation against the Licensor over patents that you think may apply to the software (including a cross-claim or counterclaim in a lawsuit), your license to the software ends automatically.
(D) The software is licensed “as-is.” You bear the risk of using it. The Licensor gives no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the Licensor excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
MATERIALS PROVIDED TO Instant OR POSTED ON ANY Instant WEB PAGE
Instant does not claim ownership of the materials you provide to Instant (including feedback and suggestions) or post, upload, input or submit to any Instant Site or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Instant , our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. Instant is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Instant ’s sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THIRD PARTY ACCOUNTS
You will be able to connect your Instant account to third party accounts. By connecting your Instant account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Service is controlled, operated and administered by Instant from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Instant Content accessed through Instant in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless Instant , its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Instant reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Instant in asserting any available defenses.
USE OF COMMUNICATION SERVICES
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations. Instant has no obligation to monitor the Communication Services. However, Instant reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Instant reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Instant reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Instant ’s sole discretion. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Instant does not control or endorse the content, messages or information found in any Communication Service and, therefore, Instant specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Instant spokespersons, and their views do not necessarily reflect those of Instant . Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
USE AFTER CANCELLATION
If you fail to remove our tracking code or software from your website(s) after cancelation, you agree to be bound by the following terms and conditions. If you fail to remove the tracking code within 5 business days of receiving notice from us, you will be automatically billed for the use of the tracking code or software until it is removed. The amount billed will be based on our current pricing for the use of the tracking code or software, and will be billed at the start of each billing cycle. We reserve the right to suspend or terminate your access to the tracking code or software if you fail to comply with this clause or any other terms and conditions of use.
Instant reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Instant as a result of this agreement or use of the Site. Instant ’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Instant ’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Instant with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Instant with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Instant with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
CHANGES TO TERMS
Instant reserves the right, in its sole discretion, to change the Terms under which Instant is offered. The most current version of the Terms will supersede all previous versions. Instant encourages you to periodically review the Terms to stay informed of our updates.
(END USER LICENSE AGREEMENT)
This End User License Agreement (“EULA”) governs use of the accompanying software created and distributed by Instant (“Provider”), owned by VIP Graphics. If you (hereafter, “User”, and collectively both, the “Parties) use the software (“Application”), you accept this license. If you do not accept the license, do not use the software.
1. Purpose & Responsibilities
1.1. Purpose & Summary
This EULA will facilitate the software sharing agreement between the Parties for the duration of the User leasing & using the Provider’s software for it’s digital marketing automation purposes (collectively, the “Service” or “Services”).
1.2. Responsibilities of the Provider
The Provider grants you a revocable, non-exclusive, non-transferable, limited license to install and use the Application solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.
The Provider acknowledged that they shall be responsible for performing the following in a reasonable & timely manner: (a) Provision of Provider’s proprietary marketing automation technology (hereafter, “Software”) to the User at a previously agreed-upon monthly cost per our Pricing Plans, (b) regularly reporting performance of the Software; (c) sending real-time notifications of data and/or leads captured or recovered using the Software.
1.3. Responsibilities of the User
You warrant, represent and/or agree not to, and you will not permit others to:
- contribute any Content that…
- infringes, violates or otherwise interferes with any copyright or trademark of another party,
- reveals any trade secret, unless the trade secret belongs to you or you have the owner’s permission to disclose it,
- infringes any intellectual property right of another or the privacy or publicity rights of another,
- is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party,
- creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity;
- contains other people’s private or personally identifiable information without their express authorization and permission, and/or
- contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. Instant reserves the right in its discretion to remove any Content from the Instant, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law. By uploading Content to the Instant, you warrant, represent and agree that you have the right to grant Instant the license described above.
- upload, post, email, transmit or otherwise make available any information, materials or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invades another’s privacy, or promotes bigotry, racism, hatred or harm against any individual or group;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- reproduce, duplicate or copy or exploit any other portion of the Instant, without the express written permission of Instant;
- use any manual or automated software, devices, or other processes to “crawl,” “spider” or “screen scrape” any web pages contained in the Instant;
- license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
- phish, collect, upload, post, email, transmit or otherwise make available any login data and/or passwords for other web sites, software or services;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- reverse engineer, decompile or disassemble any of the software used to provide the Instant;
- obtain, collect, store or modify the personal information about other users;
- modify, adapt or hack the Instant or falsely imply that some other site is associated with the Instant or Instant; or
- use the Instant for any illegal or unauthorized purpose. You must not, in the use of the Instant, violate any laws in your jurisdiction (including but not limited to copyright laws).
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Instant, its users and the public.
The User confirms that (a) the Provider may use the findings from the use of this Software as a public case study, (b) the User may be asked to be a reference for prospective users of the Provider’s software. User does not have a proactive duty to display or promote the Provider’s name but may not seek to mislead others that the Services were provided by anyone other than Provider.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services. Any use of or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate. Under no circumstances will Instant be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Services or broadcast elsewhere.
2. Intellectual Property
2.1 User Content.
User Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of User, and User shall be the sole owner of all rights in connection therewith. User hereby grants to Provider a nonexclusive, nontransferable license to use, reproduce, and modify the User Content solely in connection with this MOU.
2.2 Third Party Materials.
All Third Party Materials are the exclusive property of their respective owners.
Each Party acknowledges that in connection with this EULA it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this EULA, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
3.1 By User.
User agrees to indemnify, save and hold harmless Provider from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of User’s responsibilities or obligations, representations or warranties under this EULA. Under such circumstances, User shall promptly notify Provider in writing of any claim or suit. User has sole control of the defense and all related settlement negotiations. Provider shall provide User with commercially reasonable assistance, information and authority necessary to perform User’s obligations under this section.
3.2 By Provider.
Subject to the terms, conditions, express representations and warranties provided in this EULA, Provider agrees to indemnify, save and hold harmless User from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Provider’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of User
Instant reserves the right, in its sole discretion, to modify the EULA under which the software is offered. The most current version of the EULA will supersede all previous versions. Instant encourages you to periodically review the EULA to stay informed of any updates.
All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
4.3 No Assignment.
Provider shall not assign, whether in writing or orally, or encumber its rights or obligations under this EULA or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of User.
4.4 Governing Law.
The formation, construction, performance and enforcement of this EULA shall be in accordance with the laws of the United States and the State of Arizona without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
Whenever possible, each provision of this EULA shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this EULA is held invalid or unenforceable, the remainder of this EULA shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this EULA, nor shall such headings otherwise be given any legal effect.
A valid credit card is required for paying Accounts. The Instant is billed in advance on a monthly or annual basis in accordance with our pricing schedule and all payments are non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open Account.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. You agree to pay for any such taxes that might be applicable to your use of the Service and payments made by you herein.
DOWNGRADING YOUR Instant PLAN MAY CAUSE THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF YOUR ACCOUNT. Instant DOES NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.