Terms of Service
Last updated: June 1, 2018
This agreement governs your acquisition and use of Indicative’s services (the “Agreement.”)
By accepting this Agreement, either by using any of the services offered by Indicative, clicking a box indicating your acceptance, or by executing an order form that references this Agreement, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, You represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use the Services.
The products, services, and documentation (“Services”) on this website (“Site”) are provided by Indicative Inc. (“Indicative”) to You. The Terms of Service (“Terms”) set forth the rights and obligations of Indicative and You (the “Parties”) associated with implementation of Indicative’s Services. By using our Services, You are agreeing to these Terms.
Subject to these Terms, Indicative grants to You a limited, revocable, non-exclusive, non-transferable and non-assignable license to use Indicative’s Services for Your use and not for resale or further distribution. Your right to use Indicative’s Services is limited by all terms and conditions set forth in these Terms.
Indicative retains all rights, titles and interests in and to Indicative’s Services, including all related intellectual property rights, which are protected by intellectual property laws – both US copyright law and international agreements.
You may not access the Services if You are a direct competitor of Indicative, except with Indicative’s prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Unless explicitly outlined in these Terms, You are not permitted (nor can You permit or authorize any third party) to:
- Replicate, alter, disassemble, reverse-engineer or create derivative works of any of Indicative’s Services;
- Lease or sublease access to any of Indicative’s Services;
- Circumvent or disable any of the security or technological features of any of Indicative’s Services;
At all times, Indicative reserves the right to modify or suspend (temporarily or permanently) all or part of Indicative’s Services without notice. Furthermore, we will not be liable to You or any other party for any Service modification, suspension or discontinuation.
2. Free Plan
A Free plan is offered free of charge with limited monthly events and features as listed on the Site. Indicative may change the Services offered with the Free plan at any time, including but not limited to, modifying the number of monthly events and features. In its sole discretion, Indicative may also choose to discontinue offering the Free plan at any time.
3. Paid Services
If You choose to use Indicative’s paid Services, You agree to the pricing and payment terms listed on the Site, which Indicative may update at any time. The pricing terms may include a monthly or annual fee for the Services, plus any overage fees. Indicative may add new Services for additional fees or modify fees for existing Services at any time.
For the paid monthly plans, Your plan will automatically renew each month and You will be billed for the use of Services. For the paid annual plans, Your plan will automatically renew each year and You will be billed for the use of Services. The billing owner of the account may cancel Your plan at any time through the Billing settings. In the case of nonpayment, Indicative will provide a 30 day grace period, after which Your account will receive delinquent status. Delinquent accounts may be locked and/or charged with fees that are incidental to the collection of sums owed by delinquent accounts.
All fees for Services or delinquent charges paid to Indicative are non-refundable.
If You enter a separate Agreement with Indicative for the use of the Services as an Enterprise or Custom customer, then this Agreement does not apply to you.
4. Use Policies
You are solely responsible for any content (or any other material) that You submit, publish, transmit, or display on, through, or with Indicative’s Services.
When using Indicative’s Services, You must comply with all applicable laws. Furthermore, unless expressly permitted by law or explicitly authorized by Indicative in writing, You are not permitted to, nor can You authorize or permit any third-party to:
- Use any manual process or automated tool (including but not limited to robots, spiders) for the purpose of, or that has the effect of, storing, copying, modifying, distributing, reselling any content (whether visual, audio or audiovisual) made available by Indicative’s Services;
- Take any action that imposes an unreasonable or disproportionately large load on Indicative’s infrastructure;
- Interfere with or compromise the system’s integrity or security, or decipher any transmissions to or from the Services servers;
- Remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations (“Branding”), or any electronic notices.
- Use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may:
- menace or harass any person or cause damage or injury to any person or property;
- involve the publication of any material that is false, defamatory, harassing or obscene;
- violate privacy rights or promote bigotry, racism, hatred or harm;
- constitute unsolicited bulk email, “junk mail”, “spam” or chain letters;
- constitute an infringement of intellectual property or other proprietary rights; or
- otherwise violate applicable laws, ordinances or regulations.
In addition to any other rights afforded to Indicative under this Agreement, Indicative reserves the right to remove or disable access to any material that violates the foregoing restrictions. Indicative shall have no liability to You in the event that Indicative takes such action. You agree to defend and indemnify Indicative against any claim arising out of a violation of Your obligations under this section.
Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Services. You agree that such export control laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
7. Customer Reference
You agree (i) that Indicative may identify You as a recipient of Services and use Your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Indicative on Indicative.com for promotional purposes.
Certain aspects of Indicative’s services may be password-restricted so that only authorized persons can access and/or modify Your account. These authorized persons agree to be wholly responsible for maintaining the confidentiality of Your account details. Furthermore, they agree to immediately notify us in the event that the password has been lost or compromised (such as stolen or disclosed to unauthorized third parties). You agree that You are entirely responsible for all activities that occur under Your account, whether or not You are the individual who performs such activities. Indicative may access Your account, or information associated with Your account, for the purpose of providing support/maintenance, security-related support, or any other business purpose. Your use of the Service acknowledges and consents to such access.
We may offer services for You to provide feedback and suggestions about Indicative’s Services (“Feedback”). You agree that we may use the Feedback You provide in any way, including in future enhancements and modifications to Indicative’s Services. Upon submitting Feedback, You grant Indicative a permanent, irrevocable, transferable, sublicensable and royalty-free license to use, in any manner and for any purpose we see fit, the Feedback without any obligation to provide credit or compensation to You or any third party.
11. Disclaimer of Warranties
Your use of the Services is at Your sole risk and Indicative makes no warranty of any kind, whether express, implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The Services are provided by Indicative and its licensors “as is” and “as available.” You assume all risk for Your use of the Service, including without limitation any harm caused by viruses, worms, or other damaging materials. In no event does Indicative guarantee the accuracy, completeness or usefulness of the Services provided and You rely on the Services at Your own risk. Furthermore, Indicative does not warrant that the Services or any portion thereof, are accurate, error, or bug free, that Your use of the service will be uninterrupted, or that the Services’ operations will not negatively affect other software or hardware. Indicative makes no representations that these Services are appropriate or available for use in countries other than the United States. Those who access or use the Services from other jurisdictions do so at their own risk and are responsible for compliance with all applicable laws.
12. Limitation of Liability
In no event will Indicative and/or its officers, directors, employees, agents, or representatives be liable for:
- Any indirect, special, incidental, consequential, exemplary, or punitive damages including but not limited to damages for the loss of profits, data, goodwill, use or other intangible or tangible losses (whether or not Indicative was or should have been aware or advised of the possibility of such damage), resulting from Your use of Indicative’s Services.
- Any claim attributable to errors, omissions, or other inaccuracies in the Service or destructive properties of the service.
- Any claim due to the inaccessibility of the Service.
In no event shall Indicative’s cumulative liability under this agreement exceed the total sum of monies paid by You to Indicative for use of Service during the twelve (12) months immediately preceding the event that gave rise to such liability, regardless of the forum and regardless of whether any action or claim is based on contract, tort or otherwise.
You hereby agree, at Your expense, to indemnify, hold harmless and (only if requested by Indicative) defend Indicative, its licensors, and their respective directors, officers, employees, and agents from and against any and all third-party demands, liabilities, losses, claims, and expenses, including attorney’s fees, arising out of:
- Your use, or misuse, of the Service;
- Third party claims, actions or allegations of infringement brought against us because of Your use of Indicative’s Services or information, data, or content You submitted in connection with the Service;
- Any fraud or manipulation, or other breach of this Agreement, by You or stemming from Your account;
- In such cases, Indicative will provide You with an electronic and written notice of the relevant third-party claims, actions or suits to Your most recently updated e-mail address on file within 30 days of learning of such claim. Indicative reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You.
14. Third Party Content and Links
The Services offered may possess links to third party websites (“Third Party Websites”) and are meant as a convenience not an endorsement or recommendation. Access to these Third Party Websites is at Your own risk and Indicative assumes no responsibility or liability for the accuracy or availability of any information, goods, data, opinions, advice or statements made available on Third Party Websites that You access from Indicative’s Services
15. Legal Notices
The laws of the State of New York, excluding its conflict and choice of law principles, will govern enforcement of these Terms. Indicative’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Any notices to Indicative are deemed given upon receipt and must be sent via first-class, air-mail or overnight courier to:
33 West 17th Street, 9th Floor
New York, NY, 10011
“Indicative”, the Indicative logo, and any other product/service name, or slogan displayed on Indicative’s Services are trademarks of Indicative, Inc. and may not be replicated or used, in whole or part, without the explicit and written consent of Indicative. The use of any type of “hidden text” such as, but not limited to, meta-tags, that utilize “Indicative” or any other name, trademark or product/service name of Indicative without Indicative’s prior written consent, is forbidden. In addition, the aesthetics and functionality of Indicative’s Services, including but not limited to all page headers, custom graphics, button icons and scripts, are trademarks of Indicative and may not be copied, imitated or used, in whole or in part, without Indicative’s prior written consent.