Terms & Conditions
1.1 Provision of Services.
INTJ Style Marketing will provide its subscription service through the INTJ Style Marketing Customer Experience & Reputation Marketing platform (the “Subscription Service”), and any professional services related to the implementation of the Subscription Service (the “Professional Services”; the Subscription Services and Professional Services may hereinafter be generally referred to as the “Services”) in accordance with these Terms and any terms and conditions provided for in a customer agreement, reseller agreement, or order form for the Subscription Service (all such documents may be referred to as an “Order Form”) or a statement of work for the delivery of Professional Services (“Statement of Work”). Client understands, acknowledges, and agrees that onboarding and implementation of the Services in Canada may take up to 2 hours over a 4 week period. Client’s reasonable and timely participation in the onboarding process is vital for delivering the Services, and any delays caused by Client will not affect the duration of any agreement and will not provide a basis for non-payment or termination.
1.2 Third Party Sites. To the extent that Client requests or causes the Subscription Service to be integrated with, or make use of data from, other websites or services (e.g., Facebook, Google+, and Twitter) (“Third Party Sites”), Client agrees that INTJ Style Marketing does not control the terms of use, privacy policies, operation, intellectual property rights, performance, service levels, or content of any Third Party Sites in Canada; and INTJ Style Marketing disclaims all responsibility and liability for any use of Third Party Sites. The Services incorporate or make use of certain third-party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third Party Software. Such Third Party Software includes but is not limited to the following software and services, and by using the Services, Client agrees to be bound by the terms of said Third Party Software:
https://policies.google.com/terms?hl=en-US
https://www.facebook.com/legal/terms
, YouTube
https://www.youtube.com/t/terms
, Twilio
https://www.twilio.com/legal/tos
https://www.linkedin.com/legal/user-agreement
.
Using Third Parties For Reviews. Client understands that for its customers, end-users, or others to leave a review about its products or services on Google, Facebook, Twitter, and similar third-party sites in Canada, it may be required to have an active, registered account on the relevant third-party platform.
1.3 Subscription Service Content. During Client’s use of the Subscription Service, Client may receive data generated by the Subscription Service. Client may display such generated data on Client’s website but may not modify the data or otherwise use it for any other purposes, including without limitation analytics purposes, without INTJ Style Marketing’s prior express written approval. For clarification, data generated by the Subscription Service may include data and content owned or licensed by a third party, and Client’s use of such third-party data and content is further limited by such third party’s applicable license terms and website terms of use. INTJ Style Marketing hereby disclaims responsibility and/or liability in full for Client’s use of any such third-party data and content under these Terms.
1.4 Obligations With Respect to Third Party Sites. When using the Services in Canada, Client agrees to adhere to the Terms of Service of all major review sites. This includes but is not limited to Google, Facebook, Yelp, and other review sites.
Review gating: Client’s use of the INTJ Style Marketing platform cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.
When soliciting reviews using the INTJ Style Marketing platform, Client must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.
Sites prohibiting solicitation of reviews: Client’s use of the INTJ Style Marketing platform will fully comply with sites such as Yelp that prohibit review solicitation, and Client will not misuse the INTJ Style Marketing platform to bypass review sites’ policies in Canada.
Failure to comply with 3rd Party Review site policies: If Client attempts to circumvent the Terms of Service of 3rd party review sites, INTJ Style Marketing will notify Client and allow Client 30 days to take corrective action. Should Client fail to comply within the 30-day notice period, Client’s account will be suspended from INTJ Style Marketing.
1.5 TCPA and 10DLC Compliance.
a. TCPA: In accordance with the law, both parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The Client is solely responsible for adhering to messaging consent obligations under the TCPA and TSR when using the INTJ Style Marketing Services in Canada. This includes obtaining explicit consent(s) from third parties, including the Client’s customers, for sending and receiving SMS and/or emails using the INTJ Style Marketing Services. INTJ Style Marketing also has an obligation to obtain third-party consent for parties from whom it is directly obtaining phone number(s).
b. 10DLC: You acknowledge that compliance with A2P 10DLC is mandatory if using certain SMS-related Services. This includes registration and obtaining customer opt-in. INTJ Style Marketing reserves the right to pass carrier 10DLC fees to you, which may be collected using your authorized payment method. You authorize INTJ Style Marketing to represent you in the 10DLC registration process, if necessary for providing or enhancing the Services.
You agree to maintain your A2P 10DLC registration, including payment of the one-time registration fee and ongoing text (or “campaign”) fees, as long as you use such Services. For small business contracts entered online or self-serve, the registration fee and ongoing text fees may be combined as “Carrier Texting Fees” in your contract.
Each party is responsible for damages, liabilities, judgments, fees, fines, costs, and expenses (including reasonable attorneys’ fees) incurred by the other party due to any claims, demands, or legal actions resulting from a breach of this Section 1.5.
1.6 Account Protection. If the Client becomes aware of a security breach or compromise of their login information, they must immediately deactivate the account or change the login credentials. Similarly, the account or login credentials of any individual (e.g., former employee) no longer authorized to access the Subscription Service must be promptly deactivated or changed.
1.7 Fair Use. INTJ Style Marketing prioritizes keeping the Services available and running optimally, requiring fair and reasonable use by each customer to not affect other customers’ access or use. The Services, including bandwidth, API requests, and storage, are not unlimited (unless stated otherwise in a Customer Agreement, Order Form, or other agreement). Fair use is defined as processing up to 3 times the average number of requests or transactions per Location (as defined in a Customer Agreement, Order Form, or other agreement) compared to other INTJ Style Marketing customers in the same or similar industry. If INTJ Style Marketing, in its sole discretion, determines the Client’s use of the Services violates the Fair Use Policy, it may take unilateral action, including limiting access or processed requests, to align with this policy. INTJ Style Marketing may also invoice the Client for Service usage violating the Fair Use Policy. The Client understands and agrees that INTJ Style Marketing will have no liability for enforcing this policy, and enforcement will not affect the Client’s obligations, including Service fees payment.
1.8 Client’s Restrictions on Use of Services. The Client agrees not to engage in the following activities while using the Site, Services, or INTJ Style Marketing Content in Canada:
a. Access, post, submit or transmit any content that infringes on intellectual property rights, violates laws or regulations, is fraudulent, defamatory, obscene, promotes discrimination or violence, or encourages illegal activities.
b. Use framing techniques to enclose the Site or Services, INTJ Style Marketing’s name, trademarks, logos, or proprietary information without express written consent.
c. Tamper with or use non-public areas of the Site or Services, INTJ Style Marketing’s computer systems, or technical delivery systems.
d. Probe, scan, or test the vulnerability of any INTJ Style Marketing system or network, or breach security measures.
e. Circumvent any technological measures implemented by INTJ Style Marketing or its providers to protect the Site, Services, or Content.
f. Access or search the Site, Services or Content, or download Content using unauthorized means or technologies.
g. Send unsolicited or unauthorized advertising, spam, or other forms of solicitation.
h. Post, publish, distribute, or transmit defamatory material or content.
i. Send emails or texts for marketing prohibited products or services, or where barred by industry associations.
j. Use hidden text or metadata utilizing INTJ Style Marketing trademarks, logos, URLs, or product names without consent.
k. Use the Site, Services, or Content for intellectual property infringement claims against INTJ Style Marketing or to create competitive products or services.
l. Forge packet headers, or use the Site, Services, or Content to send deceptive information.
m. Reverse engineer any software used to provide the Site, Services, or Content.
n. Interfere with, or attempt to interfere with, any user, host, or network connected to the Site or Services.
o. Collect or store personal information from the Site or Services without express permission.
p. Impersonate or misrepresent affiliation with any person or entity.
q. Violate any applicable law or regulation.
r. Develop similar products to the Services during the term of the agreement and for 12 months thereafter.
s. Encourage or enable any individual to engage in any of the foregoing activities.
INTJ Style Marketing reserves the right to investigate and prosecute violations of these terms to the fullest extent of the law. This may involve cooperation with law enforcement authorities. While INTJ Style Marketing is not obligated to monitor the Client’s use of the Site, Services, or Content, it reserves the right to do so to ensure compliance with these terms, to operate the Site and Services effectively, or to comply with legal requirements. INTJ Style Marketing may remove or disable access to any Content considered to be in violation of these terms without prior notice.
FEES AND PAYMENT
2.1 Fees. Client shall pay INTJ Style Marketing the undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. Payments under these Terms are due net thirty (30) days from Client’s receipt of INTJ Style Marketing’s invoice unless otherwise agreed by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable sales, excise, value-added, or use taxes. Except for income taxes levied on INTJ Style Marketing’s net income, Client shall pay or reimburse INTJ Style Marketing for all national, federal, provincial, state, local, or other taxes and assessments of any jurisdiction, which are legally payable by Client for charges set, services performed, or payments made hereunder. Client shall not deduct any such taxes, duties, or assessments from payments made to INTJ Style Marketing under these Terms. This provision shall survive the termination of these Terms and shall be applicable regardless of the timeframe in which the requirement of the payment of such taxes or assessments is asserted (e.g., a deficiency assessment by a taxing authority as a result of an audit after the termination of these Terms). Client will notify INTJ Style Marketing of any invoice dispute within thirty (30) days of receipt of the invoice, at which time the parties will engage in good faith efforts to resolve the dispute.
2.2 Late Payments. Failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of the due date, INTJ Style Marketing may, in its sole discretion, choose to do any or all of the following: (i) charge Client a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend Client’s access to the Subscription Service and/or the delivery of the Professional Services. INTJ Style Marketing’s suspension or resumption of the Subscription Service or Professional Services does not limit or prevent INTJ Style Marketing from pursuing all other remedies available.
2.3 Auto Renew. If you have entered into an agreement for Services with INTJ Style Marketing, the agreement will auto-renew in compliance with applicable law as further set forth herein. Unless otherwise noted in the Order Form or Statement of Work, any agreement for Services will auto-renew for the same period as the initial term of the agreement unless written notice of non-renewal is provided to INTJ Style Marketing at least 90 days prior to the renewal date.
PROPRIETARY RIGHTS
3.1 Ownership; License; Retained Rights. INTJ Style Marketing owns all right, title, and interest in and to the Subscription Service, including all modifications, improvements, enhancements, integrations, upgrades, derivative works, and feedback related thereto, as well as all intellectual property rights therein (“Rights”), and any and all Rights developed as part of the delivery and receipt of the Professional Services. INTJ Style Marketing grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service and any deliverables developed pursuant to the delivery of Professional Services hereunder in relation to Client’s use of the Service, for the term of the applicable Order Form or Statement of Work. All rights not expressly granted to Client are reserved by INTJ Style Marketing.
3.2 Restrictions. Unless otherwise permitted in writing by INTJ Style Marketing, Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service; (ii) use, evaluate, or view the Subscription Service for the purpose of designing or creating a product or service competitive to INTJ Style Marketing’s products or services; and/or (iii) resell or use the Subscription Service in a service bureau.
3.3 Data Collection, Ownership, and Use.
3.3.1 Client Data. During the term of this Agreement or any Order Form or Statement of Work, Client grants INTJ Style Marketing a limited, non-exclusive, royalty-free, revocable, worldwide license to use and disclose, as necessary to provide the Subscription Service and Professional Services, all information submitted by Client and Client’s end users in connection with Client’s use of the Subscription Service (e.g., Personal Data, submitted content, product information included in feeds, transaction detail information such as unit prices and cart values, and survey data) (“Client Data”). Client owns all Client Data. Nothing herein grants INTJ Style Marketing ownership in any Client Data. Client grants INTJ Style Marketing a non-revocable, worldwide, royalty right to use aggregated or anonymized Client Data for internal evaluation purposes only; INTJ Style Marketing will not market or sell Client Data to any third party.
Client acknowledges that INTJ Style Marketing may access Client Data through managed services (“Managed Services”) to provide the Services. Client agrees to provide INTJ Style Marketing with login credentials to its CRM for performing Managed Services, which involves downloading Client Data from the CRM and uploading it to the INTJ Style Marketing platform. Managed Services are performed weekly by default, but the timing can be adjusted to as short as 48 hours upon reasonable request. All personnel involved in Managed Services undergo annual privacy and data security training and assessments.
3.3.2 INTJ Style Marketing Data. All data generated, stored, or collected by INTJ Style Marketing technologies that is not Client Data is owned by INTJ Style Marketing (“INTJ Style Marketing Data”). This includes, but is not limited to, review data posted to an INTJ Style Marketing microsite. Client shall have a limited, perpetual license to use such INTJ Style Marketing Data generated by the Subscription Service, subject to Section 3.3.3 of these Terms.
3.3.3 Third Party Data. Data generated by the Subscription Service may include data and content owned or licensed by a third party, and Client’s use of such third-party data and content is limited by the third party’s applicable license terms and website terms of use. INTJ Style Marketing disclaims responsibility and liability for Client’s use of any such third-party data and content under these Terms. Such third-party data and content will be promptly destroyed, and Client shall no longer have access to it, upon termination of these Terms or the applicable Order Form or Statement of Work.
3.4 Privacy Policy; Personal Data; Security. The collection, use, and storage of Personal Data (as defined in the DPA) through INTJ Style Marketing’s website is governed by INTJ Style Marketing’s privacy policy located at [Privacy Policy URL] (“Privacy Policy”). If Client’s use of the Subscription Service requires INTJ Style Marketing to process Personal Data, INTJ Style Marketing will process Personal Data subject to INTJ Style Marketing’s Data Processing Addendum located at [DPA URL] (“DPA”). The Privacy Policy and DPA are incorporated into these Terms in their entirety.
During the term of this Agreement, INTJ Style Marketing shall maintain a security program materially in accordance with industry standards designed to:
(i) ensure the security of Client Data;
(ii) protect against threats or hazards to the security or integrity of Client Data; and
(iii) prevent unauthorized access to Client Data. If either party believes there has been a security breach involving Client Data, such party must promptly notify the other party, unless legally prohibited from doing so. Additionally, each party will reasonably assist the other party in mitigating any potential damage arising from any such security breach. As soon as reasonably practicable after any such security breach, INTJ Style Marketing shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Client.
3.5 Confidential Information. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. The parties acknowledge that the Subscription Service and Professional Services, the terms of these Terms and any Order Form or Statement of Work, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of INTJ Style Marketing and the Client, respectively. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party will have the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party agrees to promptly report any breaches of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information does not include any information which (i) is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of these Terms by the receiving party; (ii) was independently developed, or otherwise acquired, by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure
WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY
4.1 INTJ Style Marketing Warranty. INTJ Style Marketing represents and warrants that (i) it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with the terms of this Agreement; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) INTJ Style Marketing shall use industry standard virus protection designed to prevent any viruses, time bombs, or other disabling code from the Subscription Service; and (v) it shall comply with all laws applicable to it in its provision of the Subscription Service. Additionally, INTJ Style Marketing shall perform the Professional Services in a professional and workmanlike manner in accordance with applicable industry standards.
4.2 Client’s Warranty. Client represents and warrants that (i) Client has any and all consents and authorizations as may be necessary for the Client to receive the Subscription Service and/or Professional Services; (ii) each of the sites where the Subscription Service is deployed contains a privacy policy that discloses the usage of third-party technology and the data collection and usage resulting from the Subscription Service and complies with all applicable privacy laws, rules, and regulations; (iii) Client’s websites upon which the Subscription Service is deployed do not contain any material which is defamatory, promotes illegal activity, or contains hate speech; and (iv) Client has legally obtained necessary ownership or license rights to any Client Data, including Personal Data, and that Client has any waivers and/or opt-in agreements in place with authorized users and Client customers that are required by applicable law in relation to the communications to be sent to such users and customers by INTJ Style Marketing and the Subscription Service under this Terms.
4.3 Warranty Disclaimer. EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES OR ANY SUPPORT RELATED THERETO, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. INTJ STYLE MARKETING DOES NOT WARRANT OR OTHERWISE PROMISE THAT THE USE OF ITS SERVICES WILL INCREASE CLIENT’S RANKING POSITIONS ON GOOGLE OR ANY OTHER SEARCH ENGINE.
4.4 Limitations of Liability. EXCEPT AS SET FORTH BELOW, THE LIMITATIONS OF LIABILITY IN SECTIONS 4.4.1 AND 4.4.2 WILL APPLY IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ALSO APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH DAMAGES ARE SOUGHT. IN NO EVENT WILL THE LIMITATIONS APPLY TO THE AMOUNTS DUE FOR SERVICES UNDER THE TERMS. BOTH PARTIES SHALL USE REASONABLE EFFORTS TO MITIGATE THE DAMAGES FOR WHICH THE OTHER PARTY IS RESPONSIBLE. HOWEVER, IN NO EVENT WILL THE LIMITATIONS APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
4.4.1 No Special Damages. EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, OF ANY PARTY, INCLUDING THIRD PARTIES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE FOREGOING.
4.4.2 Liability Cap. EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INDEMNITY OBLIGATIONS OF THESE TERMS WITH RESPECT TO CLIENT’S OBLIGATION TO PAY UNDISPUTED FEES UNDER THESE TERMS, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THIS TERMS EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY EITHER PARTY UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
4.5 Client’s Indemnity. Client shall indemnify, defend, and hold harmless INTJ Style Marketing, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement Terms, from a third party’s claim that arises out of a third party’s claim that Client’s website on which the Subscription Service is provided or any application Client develop infringes any intellectual property rights.
4.6 INTJ Style Marketing Indemnity. INTJ Style Marketing shall indemnify, defend, and hold harmless Client, Client’s officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement Terms, from a third party’s claim that the Subscription Service, as provided by INTJ Style Marketing to Client within the scope of these Terms, infringe any intellectual property rights. INTJ Style Marketing has no obligation to indemnify Client for a claim of infringement to the extent it arises from: (i) infringing matter supplied or developed solely by Client; (ii) unauthorized modifications or uses of the Subscription Service; or (iii) Client’s acts or omissions not in accordance with the terms of this Agreement. If Client’s use of the Subscription Service is enjoined or is likely to be enjoined due to a third party claim of infringement for which INTJ Style Marketing is required to indemnify Client under these Terms, then INTJ Style Marketing may, at its sole cost and expense and within its sole discretion, do one of the following: (x) procure for Client the right to continue using the Subscription Service; (y) replace or modify the enjoined Subscription Service to make it non-infringing but functionally equivalent; or (z) terminate the enjoined Subscription Service and return any fees paid for enjoined Subscription Service not yet rendered.
4.6.1 The indemnification obligations set forth in this Section 4.6 are INTJ Style Marketing’s sole and exclusive obligations with respect to any infringement claims.
4.7 Indemnification Conditions. The indemnification obligations contained in these Terms are conditioned upon: (a) prompt notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed (failure to meet this condition does not exempt the indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim); (b) sole control of the defense and settlement by the indemnitor; and (c) reasonable cooperation by the indemnitee in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend.
4.8 Proportional Liability. Each indemnitor’s liability to pay or reimburse any indemnified claim is limited to the extent of the indemnitor’s proportional contribution. Neither party has any liability to the extent that any losses in conjunction with indemnified claims are attributable to acts or omissions of the other party or its indemnities.
TERM AND TERMINATION
5.1 Term. These Terms commence on the Effective Date of the first Order Form and shall remain effective as long as any Order Form referring to these Terms remains in effect. Except as specifically set forth to the contrary in these Terms, all payment obligations under any and all Order Forms or Statements of Work are non-cancelable and all payments made are non-refundable.
5.2 Termination for Breach. In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate these Terms or a specific Order Form or Statement of Work upon written notice. Upon termination of these Terms or an Order Form or Statement of Work due to Client’s material breach, Client will pay for the Subscription Service and Professional Services that have been rendered through the termination date plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work. Upon termination of these Terms or an Order Form or Statement of Work due solely to a breach by INTJ Style Marketing, INTJ Style Marketing shall refund a pro rata portion of any fees paid for services not yet rendered as of the date of termination.
INNOVATION FEE
6.1 At the time of any auto renewal, INTJ Style Marketing will apply a 5% fee on all recurring Services fees to cover product innovations, enhanced services, and inflation (“Innovation Fee”). The Innovation Fee shall apply automatically upon any auto renewal of this Agreement and apply to all Services covered by this Agreement at the time of the auto renewal. The Innovation Fee will be applied to the Services fees including any additional fees incurred during the term. The Innovation Fee will be included in the annual invoice to Client due according to the payment terms set forth above or as otherwise specifically stated in the Order Form or Statement of Work.INTJ STYLE MARKETING PAYMENTS
Stripe Terms of Service: Client agrees to be bound by the Stripe Terms of Service located at [Stripe Terms URL]. The Stripe Terms of Service may be modified periodically by Stripe in its sole discretion.
6.2 No PCI DSS Liability: Client understands, acknowledges, and agrees that all payment transactions processed through INTJ Style Marketing Payments are done through a third-party payment processor which is Level 1 PCI DSS compliant. Since INTJ Style Marketing does not store any payment card information, it is not subject to PCI DSS and, as a result, INTJ Style Marketing shall be released from any and all liability or claims related to or arising out of PCI DSS.
6.3 No Refunds of Payment Fees; Client Liability to Its Customers for Refunds: INTJ Style Marketing will not refund any Payment Fees upon a refund, chargeback or other reversal of a transaction. The amount of the refund transaction will be sent to Client’s customer directly but Client shall remain liable to INTJ Style Marketing for the Payment Fees which INTJ Style Marketing will deduct from Client’s payment account for the original transaction. Client agrees to indemnify INTJ Style Marketing against any claims related to or arising out of any claims by Client’s customer related to the amount of any refund, chargeback, or similar issue. In the event Client’s payment account does not contain the funds required to process the refund or cover the Payment Fees, Client gives INTJ Style Marketing the right to debit Client’s bank account directly to cover the shortfall.
Right to Cancel or Adjust Pricing:
7.1 INTJ Style Marketing reserves the right to terminate Client’s access to and use of Payments if INTJ Style Marketing, in its sole discretion, determines that Client poses too great of a risk to continue using the Payments service. In addition, INTJ Style Marketing reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion, if INTJ Style Marketing determines that different Payment Fees are required to cover the risk posed by Client’s use of the Payments service.
7.2 Hardware/Terminals: Client may be provided with hardware (e.g., a “terminal”) to assist with point of sale purchases using the Payments service. Client will at all times be responsible for maintaining the terminal and will, upon termination of the Payments service or upon reasonable request from INTJ Style Marketing, return all terminals in good condition and good working order.
7.3 Disputes: For disputed transactions (including allegedly fraudulent transactions), Client is responsible for providing evidence of the relevant transaction(s), through the tools provided by INTJ Style Marketing. INTJ Style Marketing is not responsible for providing the evidence, nor is it or will it be liable to Client for lost disputes or any and all losses or damages arising out of or related to a lost dispute.
MISCELLANEOUS
8.1 Independent Contractors. In performing under these Terms, each party is acting as an independent contractor, and in no way are the parties to be construed as partners, joint ventures, or agents of one another in any respect.
8.2 Subcontractors. If INTJ Style Marketing subcontracts any portion of the Professional Services to a third party, INTJ Style Marketing (i) shall require such subcontractor to comply with the material terms and conditions of these Terms and (ii) remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by INTJ Style Marketing.
8.3 Export. Client may not export or re-export any software included within the Subscription Service, either directly or indirectly, without receiving INTJ Style Marketing’s written consent and any required license from the applicable governmental agency.
8.4 Force Majeure. Neither party will be in default for failing to perform any obligation hereunder if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, Third Party Sites, strikes, terrorism, failure of third party networks or the public Internet, power outages, industry-wide labor disputes, or governmental demands or restrictions.
8.5 Assignment. Either party may assign these Terms in connection with (i) a merger where the contracting entity does not survive such merger, or (ii) the sale of all or substantially all of the contracting entity’s assets related hereto. Except as expressly stated in this section, neither party may assign its rights or obligations under these Terms without obtaining the other party’s prior written consent. Any assignment in contravention of this subsection is void.
8.6 Travel & Expense Reimbursement. Each applicable Order Form or Statement of Work will set forth any reasonable and necessary travel expenses that will need to be incurred in performance of the Professional Services under these Terms.
8.7 Notice and Delivery. Except as otherwise provided herein, all notices, statements, and other documents, and all approvals or consents that any party is required or desires to give to any other party will be given in writing and will be served in person, by express mail, by certified mail, by overnight delivery, by facsimile, or by electronic mail at the respective addresses set forth below, or at such other addresses as may be designated by such party.
If to Client: To the contact information stated in the Order Form or Statement of Work. Notices to Client will be addressed to the contact designated in writing by Client to INTJ Style Marketing for Client’s relevant account, and in the case of billing-related notices, to the relevant contact designated by Client.
8.8 Compliance with Laws and Regulations. Each party shall in good faith perform its obligations hereunder in a manner that complies with all applicable laws, regulations, ordinances, and codes, including identifying and procuring required permits, certificates, approvals, and inspections. If either party receives any notice, summons, or complaint regarding its non-compliance with any such laws, regulations, ordinances, or codes, it shall promptly notify the other party of such matter.
8.9 Governing Law and Jurisdiction. These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the province of Alberta, Canada, without giving effect to principles of conflicts of law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction, will not apply to these Terms. Any disputes, actions, claims, or causes of action arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the province or federal courts in Alberta Canada
8.10 Entire Understanding; Order of Precedence. These Terms represent the parties’ entire understanding relating to the Subscription Services and Professional Services, and supersede any prior or contemporaneous, conflicting or additional communications. Any conflict between these Terms, any addendum or attachment, and any Order Form or Statement of Work shall be resolved in favor of the Order Form or Statement of Work followed by the addendum or attachment over these Terms. These Terms or an Order Form may be executed by electronic signature. Except as otherwise provided in an Order Form or Statement of Work or other agreement of the parties, these Terms may only be amended by a duly executed agreement between INTJ Style Marketing and the Client. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
8.11 Severability; Waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
8.12 Survival. All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.