Effective Date / Last Updated: 04/13/2020
THIS IS A BINDING AGREEMENT BETWEEN YOU AND IVY DATA. BY ACCESSING OR USING THE SITE OR OUR SERVICES, OR BY CHECKING THE CONSENT BOX YOU AGREE ON BEHALF OF YOURSELF AND ANY ORGANIZATION THAT YOU REPRESENT (TOGETHER, “YOU”) THAT YOU AGREE TO THESE TERMS.
WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING TO THE SITE. BY ACCESSING OR USING THE SITE OR OUR SERVICES AFTER CHANGES ARE POSTED YOU AGREE TO THOSE CHANGES. MATERIAL CHANGES WILL BE CONSPICUOUSLY POSTED TO THE SITE OR OTHERWISE COMMUNICATED TO YOU.
2. Content. The Site, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the “Content”) are exclusively the property of Ivy Data or, as applicable, its vendors or licensors. Except for the rights expressly granted to you in the next section, Ivy Data reserves all other rights in and to the Site and Content, including all intellectual property rights.
4. Use of Marks. Ivy Data owns certain trademarks, names, logos, insignia, or service marks (“Marks”). You do not have the right to use any Marks except as expressly agreed to in writing by Ivy Data. In addition, the Site may contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms grants to you any rights in or to those third-party marks or materials without such third-party’s consent.
5. Intellectual Property Rights. The Site and Content are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Ivy Data or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law.
6. Compliance with Laws. In connection with your access to and use of the Site and Services, you are responsible for complying with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.
7. Children’s Information. Our Site is not directed at children under the age of thirteen (13) years old. If you are under thirteen (13) years old, you must immediately stop using the Site.
8. Viruses. You must use up-to-date, commercially standard, anti-virus software on any computer or device used by you to access the Site. We are not liable for any virus you might receive from our Site or links on our Site, and you access our Site at your sole risk.
9. Accounts. To set up an account with us, you will be asked to provide your first and last name, email address, a password, and other personal information as may be required. You also must acknowledge and agree to these Terms to create an account. You must provide accurate information when setting up an account and keep all account information current.
You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all uses of your password and account, including any unauthorized use. You agree to: (a) keep your password confidential and not share it with anyone else, and (b) immediately notify us of any unauthorized use of your password or account.
You acknowledge and agree that we are authorized to act on instructions received through use of your password and account, and that we may, but are not obligated to, deny access or block any transaction made through use of your password or account without prior notice if we believe your password and account are being used by someone other than you, or for any other reason.
10. Restrictions on Your Use of the Site and Services.
◦ You will not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Site or Content without Ivy Data’s prior written consent.
◦ You will not use the Site or Services for unlawful purposes.
◦ You will not submit inaccurate, incomplete, or out-of-date information via the Site, commit fraud or falsify information in connection with your use of the Site.
◦ You will not engage in data mining or similar data gathering or extraction activities from the Site. You will not use the Site to harvest email addresses, names or other information of the users of the Site or to spam other users of the Site.
◦ You will not access, use, or copy any portion of the Site or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
◦ You will not use the Site to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, malware, ransomware, adware, or other harmful computer code that may disable, damage, impair, or otherwise interfere with the Site, the servers used to make the Site available, or any other network, computers, hardware, software or systems.
◦ You will not engage in activities that aim to render the Site or Services inoperable or to make their use more difficult.
◦ You may not frame, mirror or circumvent the navigational structure of any part of the Site.
◦ You may not upload, distribute, transmit, or post anything to or through the Site that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another; or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.
◦ You may not engage in any conduct while using the Site and Services that Ivy Data considers inappropriate, unauthorized, or contrary to the intended purpose of the Site and Services.
11. Fees and Payment. As specified in individualized service agreements, or through the subscription portion of web application(s).
12. Feedback and Other Content Submitted By You. If you submit comments or feedback to us regarding the Site or its Content, or any other comments, questions, requests, content or information that is not personal information (“Feedback”), we may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.
13. NO WARRANTY. THE SITE, SERVICES, AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IVY DATA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, SERVICES, AND CONTENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM STATUTE, SUCH AS COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
IVY DATA MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL DATA PROVIDED AND CONTENT ON THE SITE ARE ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY ARE GUARANTEED. IVY DATA DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITE, SERVICES, OR CONTENT. IVY DATA DOES NOT WARRANT OR GUARANTEE THAT THE SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SITE OR CONTENT WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT OR ENDORSE ANY THIRD-PARTY DATA OR CONTENT.
14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IVY DATA OR ITS DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, VOLUNTEERS, AGENTS, SUPPLIERS, ATTORNEYS OR LICENSORS (TOGETHER, “IVY DATA PARTY(IES)”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE SITE, SERIVCES, OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SERVICES, OR CONTENT, REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF AN IVY DATA PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.
YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SITE, SERVICES, OR CONTENT.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE IVY DATA PARTIES ARISING OUT OF OR IN CONNECTION WITH THE SITE, SERIVCES, OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SERVICES, OR CONTENT EXCEED $100 U.S.D., EVEN IF ANY REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
15. INDEMNIFICATION. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE IVY DATA PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES, AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) THAT ARISE OUT OF OR IN CONNECTION WITH (A) YOUR VIOLATION OF APPLICABLE LAWS, (B) YOUR MISUSE OF THE SITE, SERIVCES, OR ANY CONTENT, AND (C) YOUR BREACH OF THESE TERMS OR ANY OTHER TERMS ON THE SITE. WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU (SUBJECT TO YOUR CONTINUING INDEMNIFICATION).
The Site also contains certain third-party Content. We provide third-party content for your convenience, not as an endorsement. The presence of third-party Content does not mean that Ivy Data has reviewed the third-party Content or that there is any association between Ivy Data and any third party. You access third-party Content at your sole risk. Ivy Data has no responsibility for any third-party Content. Nothing in these Terms grants you any rights to any third-party Content.
17. Linking to the Site. You are prohibited from linking to this Site on your website or elsewhere without the prior express written consent of Ivy Data. If Ivy Data grants you a right to link to this Site, certain terms may apply and Ivy Data reserves the right to revoke such consent at any time. You are responsible for any costs incurred by Ivy Data in enforcing its rights under this Section.
18. Use in the United States. This Site is intended for use in the United States only. We do not guarantee that use of our Site will be available or permitted in any location other than the United States. If you choose to access this Site from a location other than the United States, you do so at your own risk.
THE EXISTENCE OF THIS SITE OR ANY CONTENT SHALL NOT BE CONSTRUED AS IVY DATA OR THE IVY DATA PARTIES OFFERING SUCH SITE OR CONTENT TO PERSONS IN JURISDICTIONS WHERE THE PROVISION OF SUCH SITE OR CONTENT IS PROHIBITED BY LAW.
19. Termination. If you violate applicable laws or these Terms, you are immediately prohibited from further use of the Site, Services, or Content, and we may restrict your access to the Site, Services, or Content. Ivy Data may suspend or terminate the Site, Services, or any Content, in whole or in part, at any time in its sole discretion for any reason. Ivy Data shall not be liable to you or anyone else for any damages arising from or related to Ivy Data’s suspension or termination of your access to the Site, Services, or the Content, or in the event Ivy Data modifies, discontinues or restricts the availability of the Site, Services, or the Content (in whole or in part).
20. Site Unavailability. Without limiting the generality of the previous section, the Site, Services, or Content may be unavailable or limited for various reasons, and we shall not be liable to you for any such unavailability, including without limitation (a) hardware, software, server, network, or telecommunications failures, (b) severe weather, war, riot, act of God, fire, earthquake, strike, labor shortage, etc., (c) regulatory restrictions and other acts of government, (d) interruptions due to utility and power companies, and (e) interruptions due to hacking or other malicious intrusion.
21. Cooperation with Law Enforcement. Ivy Data will cooperate with law enforcement if you are suspected of having violated applicable laws. YOU WAIVE AND HOLD IVY DATA AND THE IVY DATA PARTIES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.
22. Disputes. These Terms, and your access to and use of the Site, are governed by the laws of the State of Washington, without regards to its conflict of laws principles. Venue is exclusively in the state or federal courts, as applicable, located in Tacoma, Washington. The parties expressly agree to the exclusive jurisdiction of those courts. Any cause of action or other claim brought by you with respect to the Site or Content must be commenced within one year after the cause of action or claim arises.
23. Terms Applicable to New Jersey Customers. No provision in these Terms shall apply to any consumer in New Jersey if the provision limits remedies for (i) negligence, (ii) products liability claims, (iii) the punitive damages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft). The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property. Ivy Data reserves all rights, defenses and permissible limitations under the laws of New Jersey and under the laws of your state of residence.
24. Use in the United States. This Site is intended for use in the United States only. We do not guarantee that use of our Site will be available or permitted in any location other than the United States. If you choose to access this Site from a location other than the United States, you do so at your own risk.
25. Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign your rights or delegate your duties under these Terms without our prior written consent. These Terms inure to the benefit of Ivy Data’s successors and assigns.
27. Waiver. Ivy Data’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Ivy Data.
28. Severability. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.
29. Electronic Communications. These Terms and any other documentation, agreements, notices, or communications between you and Ivy Data may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.
30. Contact Us. Please direct any questions and concerns regarding these Terms to us at:
Ivy Data, LLC
Attn: Terms Of Service
633 N Mildred St Ste D
Tacoma WA 98406