Intrro Terms of Service
Last updated: 21 July 2020
These Terms of Service (these “Terms”) apply to the services (the “Service”) provided by [Ehalah FZ-LLC,] (“Intrro”, “our,” or “we”) via https://www.Intrro.com (the “Site”) and form a legally binding contract between Intrro and you (the “Customer” or “you”).
BY REGISTERING TO USE OR ACCESS THE SERVICES AND CHECKING THE BOX TO AGREE TO THESE TERMS OF SERVICE OR OTHERWISE USING OR ACCESSING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ THESE TERMS; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS; AND (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS.
Intrro reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Intrro at any time and in its sole discretion. If Intrro makes changes to these Terms, we will provide notice of such changes, such as by sending you a notification, by providing notice through the Services, and/or by updating the “Last Updated” date at the top of these Terms and posting the revised Terms to our Services. Your continued use of any of the Services will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services to make sure that you understand the terms and conditions that will apply to your use of the Services.
1. Access to the Service and Restrictions.
1.1. Access to the Service. Subject to the terms hereof, Intrro hereby grants to you and your affiliates a worldwide, non-sublicensable, nonexclusive, non-transferrable, non-assignable (except as set forth in Section 11.5) right to access and use the Service.
1.2. Restrictions. Intrro retains world-wide ownership of the Service and all intellectual property, whether registered or unregistered, therein. Customer agrees that it obtains no intellectual property rights to the Service under this agreement except for the limited rights set forth in Section 1.1. In addition, Customer will not, and will not authorize any third party to: (i) reverse engineer or attempt to discover any source code, underlying ideas, or algorithms of the Service (except to the extent that applicable law prohibits reverse engineering restrictions), or (ii) provide, lease, lend, disclose, use for time-sharing or service bureau purposes, or otherwise use or allow others to use, in each case, for the direct benefit of any third party (other than its affiliates), the Service, except as authorized by Intrro
2. Fees and Payment. Customer shall pay Intrro the fees as set out in Intrro’s payment gateway (whether Stripe or another gateway) (“Fees”). Fees due are payable by within thirty (30) days from Customer’s receipt of an undisputed invoice from Intrro. Fees for the initial term and each renewal term are invoiced in advance. All Fees shall be paid in the currency invoiced. Customer will pay any applicable sales, use, value added, surtax, personal property tax, as well as duties, fees and other governmental assessments or charges arising out of this Agreement and the transactions contemplated herein, excluding taxes based on Intrro’s income, provided that any such applicable taxes or fees are itemized on each applicable invoice.
3. Term and Termination.
3.1. Term. This Agreement starts on the Effective Date and remains in effect for the duration initially agreed, or indefinitely if no duration has been specified (“Term”). Except as otherwise specified, any Service shall continue until (i) in the case of a fixed Term, the end of such Term (unless renewed by tacit or express agreement of the parties, with any nonrenewal being notified at least thirty (30) calendar days prior to the end of the Term) or (ii) in the case of an indefinite term, until either party gives the other notice of termination with at least thirty (30) calendar days’ prior notice. Upon renewal of any Term, Intrro will invoice Customer or, if Customer has placed a credit card on file with Intrro, Intrro may bill the applicable fees to such credit card.
3.2. Termination for Breach. Either party may terminate this Agreement in the event of a material breach by the other party. In case of a material breach, the non-breaching party will give the breaching party a written thirty (30) day notice of the breach. If the material breach is not cured by the breaching party within thirty (30) day notice period, then the Agreement will be terminated.
3.3. Consequences of Termination. Upon any expiration or termination of this Agreement, (i) all subscriptions and rights to access the Service will terminate, (ii) Customer shall immediately cease all use of the Service, and (iii) each Receiving Party shall return or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control. In the event of a material breach of this Agreement, termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
3.4. Survival. The following provisions will survive any expiration or termination of this Agreement: 1.2, 5, 6 through 9, 10.4, 10.5, 11 (for the time period specified), and any accrued and outstanding payment obligations.
4. Indemnification. You agree to indemnify, defend, and hold Intrro and Intrro’s affiliates, business partners, officers, directors, employees, and agents harmless from any loss, liability, claim, action, suit, demand, damage, or expense (including reasonable legal fees, costs of investigation and court costs) asserted by any third party relating in any way to, or in respect of, your use of the Services, any third party applications, software, information, content, and/or materials you post or share on or through the Services, or breach of this Agreement, or breach of any of the undertakings, warranties and/or representations contained in paragraph 9 below. Intrro reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligation.
5. Representations and Warranties. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform its obligations hereunder; (b) you are duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; and (c) you will comply with all applicable laws and regulations in its performance of this Agreement.
6. Limitation of Liability. In no event shall Intrro be liable for any claim for any indirect, willful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business of the Customer or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if Intrro has been advised of the possibility of such damages. In no event shall Intrro be liable to the Customer with respect to the subject matter hereof under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess of the fees paid hereunder during the twelve (12) month period prior to the cause of action. The parties agree that this Section 6 represents a reasonable allocation of risk and that Intrro would not proceed in the absence of such allocation.
7. Disclaimer. Intrro makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding its services or products or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.
8. Confidential Information.
8.1. Definition. Either party (the “Disclosing Party”) may disclose or make available (either directly or through an affiliate) to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, employees, marketing, promotional or technical information in connection with this Agreement, or any information that a Receiving Party knows or reasonably should know is considered confidential or proprietary by the Disclosing Party, or that would be considered confidential or proprietary the Receiving Party, which shall include the terms and conditions of this Agreement (collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not include information that: (a) was previously known to Receiving Party without an obligation of confidentiality; (b) was acquired by Receiving Party from a third party who was not, to the Receiving Party’s knowledge, under an obligation to not disclose such information; (c) is or becomes publicly available through no fault of Receiving Party; or (d) Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure.
8.2. Requirements and Restrictions. Except as otherwise required by applicable law, each Receiving Party agrees that (a) it will use the Confidential Information of the Disclosing Party solely as necessary in the course of performing its obligations and exercising its rights under this Agreement, and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party’s employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will implement appropriate legal, technical, and organizational measures to protect the Disclosing Party’s Confidential Information against unauthorized or unlawful use, access and processing, and against unauthorized loss, destruction, damage, alteration, or disclosure, keeping in mind the nature of the information, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of any disclosure of such Confidential Information, including the Agreement terms that, in the opinion of its counsel, appears to be required by law, so that the Disclosing Party may assert any defenses to disclosure that may be available. Receiving Party shall retain material containing Confidential Information only so long as necessary to perform the Services or carry out obligations under this Agreement. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Each Receiving Party will promptly upon discovery of any loss or unauthorized use or disclosure of the Disclosing Party’s Confidential Information notify the Disclosing party in writing and take all reasonable steps to mitigate the loss or unauthorized use or disclosure of such Confidential Information. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, know-how, or other rights is granted under this Agreement, or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
9. Personal Data and Security.
9.1. Definitions. “Data Protection Legislation” means all applicable privacy laws, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) and UK Data Protection Act 2018.
“Personal Data” means any information relating to an identified natural person provided by Customer or its users in connection with this Agreement as more particularly described in the Data Protection Legislation.
“Data Controller” and “Data Processor” have the meaning given in the Data Protection Legislation.
9.2 Compliance with law. Each of Intrro and the Customer undertakes to treat Personal Data in accordance with and do all that is necessary to enable you to comply with such laws. In particular (without prejudice to the foregoing generality), Intrro acknowledges: (i) that the Customer acts as Data Controller and Intrro acts as Data Processor in relation to the Personal Data and will use and process the Personal Data solely on the Customer’s instructions, for the purposes of providing the Service, and in accordance with these Terms of Service, any applicable Data Processing Agreement or otherwise in accordance with the Customer’s express instructions; (ii) it shall ensure the appropriate security of the Personal Data including against unauthorised or unlawful processing and against accidental loss, destruction or damage; and (iii) [it shall not without the Customer’s express permission transfer Personal Data relating to data subjects based within the UK and/or EEA outside of the EEA and the UK, it being acknowledged that Personal Data in respect of persons resident outside of the UK and EEA may be processed elsewhere].
9.3. Data Processing Agreement. As required by the Data Protection Legislation or as otherwise agreed with Intrro, data protection measures may be described in more detail in a data processing agreement, which will be made supplementary to these Terms of Service (“Data Processing Agreement”). In the event of any conflict between these Terms of Service and the Data Processing Agreement, the Data Processing Agreement shall prevail.
9.4 Processing Condition. Customer and its users will ensure that the collection, provision of, processing, and use of Personal Data provided to Intrro does not violate the legal rights of its users, other persons or third parties, including by obtaining any and all required authorizations and lawful bases for processing (including consent where necessary). In particular, the Customer represents and warrants that it has either secured consent from (or where it is relying on legitimate interest as the relevant processing condition, has carried out a legitimate interest assessment in respect of) each data subject for the communication of any introduction or message by the Customer using the Service.
9.5 Deletion. Upon termination of this Agreement or earlier as requested by Customer, Intrro will, at Customer’s option, delete all Personal Data, except where Intrro is required to retain copies under the Data Protection Legislation, in which case Intrro will isolate and protect that Personal Data from any further processing or use except to the extent required by applicable laws.
9.2. Security. Intrro agrees to implement appropriate technical and organizational measures designed to protect Personal Data from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access (a “Personal Data Breach”). Upon becoming aware of a Personal Data Breach, Intrro shall without undue delay inform Customer and provide written details of the Personal Data Breach reasonably required to fulfill Customer’s Personal Data Breach reporting obligations under applicable laws. Where possible, such details shall include, the nature of the Personal Data Breach, the categories, approximate number of data subjects concerned, the categories and approximate number of Personal Data records concerned, the likely consequences of the Personal Data Breach, and the measures taken or proposed to be taken to mitigate the possible adverse effects of the Personal Data Breach.
10.1. Law, Venue, Disputes. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its choice or conflict of laws provisions. Each party hereby consents to exclusive jurisdiction of the UAE Courts.
10.2. Entire Agreement. This Agreement and the Exhibits attached hereto contain the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating to such subject matter hereof. Subject to the foregoing, in the event of any conflict between this Agreement and the terms of any purchase order or similar standard ordering document, the terms of such document shall prevail only if it specifically references a deviation from this Agreement and the conflicting section, in which case the terms set forth in such document will prevail for that document only.
10.3. Notice. Any and all notices permitted or required to be given hereunder shall be deemed duly given: (i) upon actual delivery, if delivery is by hand; or (ii) one (1) day after being sent by overnight courier, charges prepaid. Notices to Customer shall be sent to the address first written above, or at such other address for which Customer gives notice hereunder. Notices to Intrro shall be sent to the address first written above, or at such other address for which Intrro gives notice hereunder. The noticing party may send a courtesy copy of any such notice to the other by email.
10.4. Assignment. This Agreement may not be assigned, in whole or in part, by either party without the other party’s prior written consent, provided that Intrro may assign or transfer this Agreement to any successor or affiliate or to any purchaser of substantially all of the stock or assets of Intrro without such consent. Any attempted assignment or delegation in violate of the foregoing, except as expressly set forth herein, will be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
10.5. Waiver, Modification. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
10.6. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.
10.7. Captions. Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference.
10.8. Drafter. No party will be deemed the drafter of this Agreement, and both parties acknowledge that they had sufficient time to have this Agreement reviewed by counsel, and that this Agreement will be deemed to have been jointly prepared by the Parties. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
10.9. Logo Usage. You agree that Intrro may use your name and logo on the website located at www.Intrro.com, and refer to you as a customer of Intrro’s services.
10.10. Counterparts. This Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted by facsimile, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instr