The Gist

We, the folks at Integry, run an integration platform, which is a paid service and is designed to give you control and ownership over what goes on your website and how the integration works.  You must use our integration platform in compliance with these Terms of Service (“Terms”), which, in short means, you promise to use the service responsibly and, in particular, make sure that none of the prohibited items (like spam, viruses, or serious threats of violence) are used on our platform.

If you find an Integry powered site that you believe violates these Terms of Service, please get in touch with us.

Terms of Service

These Terms govern all use of the Integry.io website and all content, services, and products (taken together, our “Services”) provided by Integry, Inc. (“Integry” or “we”). Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies  and procedures (“Policies”) that may be published from time to time by Integry. By using our Services, you agree to these Terms. If you do not agree to these Terms, you cannot use our Services. You agree that we may automatically upgrade our Services, and these Terms will apply to any upgrades. These Terms constitute a binding contract between you and Integry. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

By using the Services, you represent that you are at least 18 years of age. If you are not at least 18 years old, you may not use the Services.

Use of our Services requires an Integry.io account. You agree to provide us with complete and accurate information when you register for an account and to update this information if it changes. You will be solely responsible and liable for any activity that occurs under your username.

You must maintain the security of your account. You are responsible for keeping your password secure and for notifying us if you discover or suspect that someone has accessed your account without permission. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Responsibility of Users

1. Integry has not reviewed, and cannot review, all of the material, including without limitation content or computer software, uploaded to or transferred through our Services, and cannot, therefore, be responsible for that material’s content, use or effects. By operating our Services, Integry does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Integry disclaims any responsibility for any harm resulting from the use by users of our Services, or from any downloading by those users of content there posted.
2. You will not, and will not allow any person to, use the Services in violation of any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Integry or authorized within the Services); use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
3. You represent, covenant, and warrant that you will use the Services only in compliance with Integry’s Policies and all applicable laws and regulations.

Integrations with Other Websites or Platforms

We have not reviewed, and cannot review, all of the material, including computer software, made available through the integrations to which Integry.io connects, and that connect to Integry.io. Integry does not have any control over those non-Integry.io services and is not responsible for their contents or their use. By connecting to a non-Integry.io site, Integry does not represent or imply that it endorses such service. You are responsible for taking precautions as necessary to protect yourself and your computer systems from illegal content, viruses, worms, Trojan horses, and other illicit, harmful or destructive content. Integry disclaims any responsibility for any harm resulting from your use of or inability to use non-Integry.io websites and webpages.

Intellectual Property

1. These Terms do not transfer from Integry to you any Integry or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Integry or Integry’s licensors. Integry, our product or service names, our slogans, the look and feel of the Services, the Integry logo, and all other trademarks, service marks, graphics and logos used in connection with Integry.io or our Services, are trademarks or registered trademarks of Integry or Integry’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Your use of our Services grants you no right or license to reproduce or otherwise use any Integry or third-party trademarks.
2. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
3. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Integry includes non-public information regarding pricing, features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Integry to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.
   
5. Notwithstanding anything to the contrary, Integry shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Integry will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Integry offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.
   
6. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Integry or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Integry’s sole discretion. You understand that Integry may treat Feedback as nonconfidential.
   

Changes

We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know through a variety of ways appropriate to the nature of the changes, for example, by giving notice through the Services, posting on one of our blogs, updating the date at the top of these Terms, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause, if any) that were in place when the dispute arose.

Termination

1. Integry may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If Integry terminates your access to the Services without cause pursuant to this subsection 1, you may be entitled to a refund of prepaid fees that were not used to provide the Services prior to termination. If you wish to terminate these Terms or your Integry.io account (if you have one), you may simply discontinue using our Services.
2. In addition to any other remedies it may have, either party may also terminate the Terms upon thirty (30) days’ notice (or without notice in the case of nonpayment or a violation of your responsibilities under these Terms) if the other party materially breaches any of the terms or conditions of the Terms. Customers will pay in full for the Services up to and including the last day on which the Services are provided.
3. All sections of the Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Disclaimer of Warranties

Integry shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Integry or by third-party providers, or because of other causes beyond Integry’s reasonable control, but Integry shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Integry does not warrant that the Services will be accurate, complete, reliable, current, uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Services. While Integry attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services. Your use of our Services is at your sole risk. Except as expressly set forth in this section, the Services are provided “as is” and “as available” and Integry disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, title, and non-infringement.

Data Transfers

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

Jurisdiction and Applicable Law

Except to the extent applicable law, if any, provides otherwise, these Terms, as well as any access to or use of our Services will be governed by the laws of the state of California, U.S.A., without regard to its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. You consent to venue and jurisdiction in such courts.

Limitation of Liability

In no event will Integry, or its suppliers or licensors, be liable with respect to any subject matter of the Terms under any contract, tort, negligence, strict liability, warranty or other legal or equitable theory for: (i) any indirect, exemplary, punitive, special, incidental or consequential damages or lost profits; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Integry under the Terms during the twelve (12) month period prior to the cause of action. Integry shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law and will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Integry or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Release

To the fullest extent permitted by applicable law, you release Integry from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between customers and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

General Representation and Warranty

You represent and warrant that (i) your use of our Services will be in strict accordance with the Integry Privacy Policy, with the Terms, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside); (ii) your use of our Services will not infringe or misappropriate the intellectual property rights of any third party or cause injury to any person or entity; and (iii) You are appropriately authorized to enter into these Term and/or bind the entity you represent. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be liable to Integry.

Indemnification

By Integry
Integry shall hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Integry is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Integry will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Integry, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Integry, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with these Terms.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Integry to be infringing, Integry may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the Terms and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

By You
You agree to indemnify and hold harmless Integry against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that relates to your use of Services.
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You will, at your sole cost and expense, indemnify, defend, and hold Integry and its employees, contractors, agents, representatives, successors and assigns (collectively, “Integry Indemnitees”) harmless from and against any and all costs, demands, damages, losses, fees, expenses and liabilities (including attorneys’ fees and costs) suffered or incurred by any of them arising out of or relating to (i) any breach of the terms by you, your personnel, or your agents or subcontractors; (ii) bodily injury or death of any person or damage to real or tangible personal property incurred through your use of the Services; (iii) the fraud, gross negligence, wilful misconduct or unlawful act of you, your personnel, your agents or subcontractors; (iv) any claim that access to or use of the Services, accessed or used in violation of the Terms, constitutes an infringement, misappropriation or unlawful use of any third-party patent, registered copyright or other intellectual property right; (v) any unauthorized use of the Services; and (vi) any claims related to Customer Data.

Miscellaneous

These Terms constitutes the entire agreement between Integry and you concerning the subject matter hereof and supersedes all prior agreements, representations, statements and understandings of the parties. The Terms may only be modified by a written amendment signed by an authorized executive of Integry, or by the posting by Integry of a revised version. If any part of the Terms is held unlawful, invalid, void or unenforceable, that part or provision will be deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign the Terms, or any part of them or your rights under the Terms, to another person without Integry’s express prior written consent; Integry may assign its rights under the Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.