inFlow Cloud terms and conditions of use
INFLOW CLOUD™ SERVICES TERMS
By using Archon Systems Inc.’s Services You agree to this terms.
IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE CANCEL THE SUBSCRIPTION OR TRIAL AND IF NECESSARY REMOVE ALL COMPONENTS OF THE ASSOCIATED APPLICATION, IF ANY, ON YOUR SYSTEMS AND/OR DEVICES AS ARCHON SYSTEMS INC. IS UNWILLING TO PERMIT YOU TO, AND YOU MAY NOT, USE THE SERVICES AND THE RELATED APPLICATION.
You may use the inFlow Cloud™ Services as expressly permitted in these Terms. Archon Systems Inc. reserves all other rights.
AS DESCRIBED BELOW, USING THE INFLOW CLOUD™ SERVICES ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION AND CAPTURE OF CERTAIN INFORMATION WHEN USING THE INFLOW CLOUD™ SERVICES.
Archon Systems Inc. may modify these terms to, for example, reflect changes to the law or to address changes in the Services. You should look at the terms regularly. Archon Systems Inc. will post notice of modifications to these terms here. Modifications to these terms will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. If You do not agree to the modified terms for Services, You should discontinue your use of the inFlow Cloud™ Services.
DEFINITIONS:
“inFlow Cloud™ Services” or “Services” means the inFlow Cloud™ Services and includes all related services, software and documentation relating to the inFlow Cloud™ Services.
“User”, “You” and “Your” means an individual who uses the inFlow Cloud™ Services.
ACCOUNT CREATION AND PASSWORDS:
To gain access to the inFlow Cloud™ Services, each User must create an account (“User Account”) and the User Account will be associated with a Company Account. The first User who creates an account is automatically designated as an Administrator of the associated Company Account.
By creating and using an account on behalf of a legal entity, the individual creating the account and that entity represent and warrant to Archon Systems Inc. that the individual has authority to create and use the Company Account on behalf of that entity. With respect to a Company Account one or more Users can be designated as an “Administrator”, which gives that User access to invite other Users to be Team Members for that Company Account.
An Administrator can invite other individuals to register as Users for the Company Account. Each User who accepts the invitation of an Administrator to join a Company Account will have use of the Company Account, but will be precluded from inviting other individuals to access the Company Account unless the User is also designated an Administrator for that Company Account by another Administrator
Each User is required to provide their email and create a password before they can use inFlow Cloud™ Services. In registering to use the inFlow Cloud™ Services each User agrees to provide Archon Systems Inc. with real names and accurate, complete information. You are solely responsible for ensuring that all information in the account (including but not limited to email address(es)) is accurate and up to date.
You agree that Archon Systems Inc. and its service providers, and their respective affiliates and agents, are under no obligation to confirm the actual identity or authority of any individual and have no liability for damages or that You, the legal entity or any User may incur from the use or misuse of the associated account.
Each User is entirely responsible for maintaining the confidentiality of his or her password. Each User agrees not to use the e-mail address or password of another individual at any time. You agree to notify Archon Systems Inc. immediately if You suspect any unauthorized use of Your account, a Company Account or improper access to any account’s associated passwords. You and the other individuals who have access to Your account information are solely responsible for any and all use of the account.
YOU ACKNOWLEDGE AND AGREE THAT:
(i) Archon Systems Inc. or its licensors are the exclusive owners of all rights in the inFlow Cloud™ Services, including all intellectual property rights now in existence or which come into existence, and that You have no rights in the inFlow Cloud™ Services other than the right to use it in accordance with these Terms;
(ii) You will comply with all of the terms and conditions of these Terms;
(iii) any violation by You of these Terms will cause Archon Systems Inc., its service providers, and/or its Licensors irreparable harm entitling Archon Systems Inc. to immediate and permanent injunctive relief without need to post security in addition to all other available remedies;
(iv) this Agreement is be governed by the laws of the Province of Ontario, Canada, regardless of conflict of laws principles and regardless of where or how You acquired or registered to use the inFlow Cloud™ Services and/or where You are using the inFlow Cloud™ Services. The application of the United Nations Convention on the Contracts for the International Sale of Goods is expressly excluded;
(v) any claim or dispute relating to these Terms and/or the inFlow Cloud™ Services must be brought in the appropriate provincial or federal court located in Toronto, Ontario, Canada. You agree to the assertion of personal jurisdiction over You by the Province of Ontario, and You waive the right to challenge personal jurisdiction; and
(vi) You have had a complete opportunity to review and understand these Terms before using the inFlow Cloud™ Services.
USE OF INFLOW CLOUD™ SERVICES
During the period of Your trial or subscription, Archon Systems Inc. grants You a nonexclusive, non-assignable, royalty free, worldwide limited right to use the inFlow Cloud™ Services and the application(s) solely for Your internal business operations and subject to the terms and conditions of these Terms.
You acknowledge that Archon System Inc. has no delivery obligation and will not ship copies of the application to any User as part of the inFlow Cloud™ Services. You agree that you do not acquire under these Terms any license to use the application(s) other than in connection with the inFlow Cloud™ Services. Upon the end of the trial or subscription Your right to access or use the application(s) shall terminate and You shall remove them from your systems and devices.
You will not use, or permit others to use, the inFlow Cloud™ Services:
- in a way prohibited by law, regulation, governmental order or decree;
- to violate the rights of others;
- to try to gain unauthorized access to or disrupt any service, device, data, account or network;
- to spam or otherwise send bulk messaging;
- to distribute malware;
- in a way that could harm the inFlow Cloud™ Service or impair anyone else’s use of it; or
- in any application or situation where failure of the inFlow Cloud™ Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.
Violation of the foregoing may result in suspension and/or termination of Your use of the inFlow Cloud™ Services, which could include suspension and/or termination of Your Account and/or the associated Company Account. Unless Archon Systems Inc. believes an immediate suspension or termination is required, Archon Systems Inc. will provide reasonable notice before suspending or terminating Your use of the inFlow Cloud™ Services and/or suspension and/or termination of accounts.
OWNERSHIP AND RESTRICTIONS RELATED TO DATA AND INTELLECTUAL PROPERTY
As between Archon Systems Inc. and You, You retain all ownership and intellectual property rights in and to Your data.
You grant Archon Systems Inc. a licence during the term of Your use of inFlow Cloud™ Services to access and use Your data for purposes of support, troubleshooting and analyzing system usage. You also grant Archon Systems Inc. the right during the term, and after the termination, of Your use of inFlow Cloud™ Services to access and use Your data, in support of operating, promoting, and improving the inFlow Cloud™ Services and Archon Systems Inc. products and services, but Archon Systems Inc. will anonymize and/or aggregate Your data when it uses Your data for these purposes.
At all times during the term of Your trial or subscription, You will have the ability to access and extract Your data stored in the inFlow Cloud™ Services.
Except for trials, Archon Systems Inc. will retain Your data stored in the inFlow Cloud™ Services in a limited function account for one (1) year after expiration or termination of Your subscription. After the one-year retention period that data will be deleted in accordance with Archon Systems Inc.’s data removal and destruction practices. Archon Systems Inc. has no liability for the deletion of data as described in this paragraph.
Archon Systems Inc. or its licensors retain all ownership and intellectual property rights to the inFlow Cloud™ Services and inFlow Cloud™ applications.
SEPARATELY LICENSED CODE: The separately licensed code included within the application(s) of the inFlow Cloud™ Services is licensed to You under the terms of the applicable third party license agreement(s) set forth in the NOTICES file that is made available to you at https://www.inflowinventory.com/support/cloud-notices(“Separately Licensed Code”). Notwithstanding any of the terms in these Terms, or any other agreement You may have with Archon Systems Inc., the terms of such third party license agreement(s) governs Your use of all Separately Licensed Code.
Third party technology that may be appropriate or necessary for use with some the inFlow Cloud™ Services is specified in the documentation relating to the inFlow Cloud™ Services on Archon Systems Inc.’s websites. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by Archon Systems Inc. and not under the Terms.
The inFlow Cloud™ application is the property of Archon Systems Inc. or its licensors and is protected by copyright law and international treaty. You may not:
(i) make any copies of all or part of the application except as permitted by these Terms;
(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the inFlow Cloud™ Services or the application – the interface information necessary to achieve interoperability of the application with independently-created computer programs will be provided by Archon Systems Inc. on request and on payment of Archon Systems Inc.’s reasonable costs and expenses to procure and supply such information;
(iii) create derivative works from the inFlow Cloud™ Services or the application;
(iv) sublicense any portion of the inFlow Cloud™ Services or the application;
(vi) use the inFlow Cloud™ or Archon Systems Inc. trademarks as part of a product name, trademark or business name without prior written consent from Archon Systems Inc.;
(vii) create, market or distribute add-ons or enhancements to the inFlow Cloud™ Services without the prior written consent of Archon Systems Inc.;
(viii) copy any portion of the inFlow Cloud™ Services including the application graphical user interface for incorporation into or use for any software or other product without the prior written consent of Archon Systems Inc., and
(ix) disclose results of any services or application benchmark tests without Archon Systems Inc.’s prior written consent.
Archon Systems Inc. reserves the right to withdraw any consent (or part thereof) that it has provided for any reason and without notice and to demand that You immediately cease any activity in respect of which the consent is withdrawn.
PROTECTION OF DATA AND COMPLIANCE WITH LAWS
In making the inFlow Cloud™ Services available to You, Archon Systems Inc. will comply with its Privacy Policy, which is available at https://www.inflowinventory.com/privacy and is incorporated into these Terms by reference THEREFORE YOU SHOULD REVIEW IT.
The Archon Systems Inc. Privacy Policy is subject to change at Archon Systems Inc.’s discretion; however, Archon Systems Inc.’s policy changes will not result in a material reduction in the level of protection provided for Your data during the period for which fees for the inFlow Cloud™ Services have been paid.
You agree to provide any notices and obtain any consents related to Your use of the inFlow Cloud™ Services and Archon Systems Inc.’s provision of the inFlow Cloud™ Services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all of Your data.
While Archon Systems Inc. only has facilities in Ontario, Canada, Archon Systems Inc. and its cloud service providers reserve the right to provide services from locations, and/or through use of subcontractors, worldwide and as a result Your data may be stored by such service providers anywhere they have facilities.
Archon Systems Inc. does not determine whether Your data includes information subject to any specific law or regulation. You must comply with all laws and regulations applicable to Your use of the inFlow Cloud™ Services, including laws related to privacy, biometric data, data protection and confidentiality of communications. You are responsible for implementing and maintaining privacy protections and security measures for components that You provide or control (such as devices used to access the Services), and for determining whether the inFlow Cloud™ Services are appropriate for storage and processing of information subject to any specific law or regulation. You are responsible for responding to any request from a third party regarding Your use of inFlow Cloud™ Services.
Archon Systems Inc. will comply with all Canadian laws and regulations applicable to its provision of the inFlow Cloud™ Services; however, Archon Systems Inc. is not responsible for compliance with any laws or regulations applicable to You or Your industry that are not generally applicable to information technology service providers.
LIMITED WARRANTY
THE INFLOW CLOUD™ SERVICES INCLUDING ALL APPLICATIONS ASSOCIATED WITH IT ARE PROVIDED AS IS, EXCLUSIVE OF ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT NOT PROHIBITED BY LAW, NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ORIGINALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE PROVIDED.
Archon Systems Inc. does not guarantee that the inFlow Cloud™ Services or the application will be performed/perform error-free or uninterrupted, will be satisfactory for Your purposes, or that Archon Systems Inc. will correct all inFlow Cloud™ Services or coding errors. You acknowledge that Archon Systems Inc. does not control the transfer of data over communications facilities, including the Internet, and that the inFlow Cloud™ Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Archon Systems Inc. is not responsible for any delays, delivery failures, or other damage resulting from such problems.
FOR ANY BREACH OF ANY WARRANTIES IMPOSED BY LAW THAT ARE NOT EXCLUDED BY THE ABOVE LANGUAGE, ARCHON SYSTEMS INC. WILL REMIT A SERVICES FEE CREDIT IN RESPECT OF THE ACCOUNT CALCULATED AT TEN PERCENT (10%) OF NET MONTHLY FEES PAID BY YOU FOR THE SERVICES FOR THE MONTH IN WHICH THE BREACH OCCURRED. THE CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR SERVICES OWED TO ARCHON SYSTEMS INC., AND THE REMITTANCE OF SUCH CREDIT WILL REPRESENT YOUR EXCLUSIVE REMEDY, AND ARCHON SYSTEMS INC.’S SOLE LIABILITY, FOR ALL BREACHES OF ANY SUCH WARRANTY OR CONDITION.
The foregoing gives You specific legal rights, and You may also have other rights which vary from country to country or divisions thereof (such as provinces or states).
LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ARCHON SYSTEMS INC. OR ITS SERVICE PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE INFLOW CLOUD™ SERVICES OR THE APPLICATIONS EVEN IF ARCHON SYSTEMS INC. OR ITS SERVICE PROVIDERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, EQUITY, TORT, NEGLIGENCE, INTENDED CONDUCT, INACTION OR OTHERWISE.
Some countries or divisions thereof (such as provinces or states) do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to You.
ARCHON SYSTEMS INC.’s TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE INFLOW CLOUD™ SERVICES, THE APPLICATIONS, AND OR THESE TERMS IS, IN ANY CASE, LIMITED IN AGGREGATE TO THE AMOUNT ACTUALLY PAID BY YOU TO ARCHON SYSTEMS INC. FOR THE INFLOW CLOUD™ SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
The disclaimers and limitations set forth above will apply regardless of whether You use the inFlow Cloud™ Services.
END OR TERMINATION OF SERVICES
inFlow Cloud™ Services provided under these Terms shall be provided for the period of Your trial or subscription, unless earlier terminated in accordance with these Terms. The term of the inFlow Cloud™ Services is defined as the “Services Term.” At the end of the Services Term, all rights to access or use the inFlow Cloud™ Services, including the related application, shall end.
Archon Systems Inc. may immediately suspend Your password, User Account, Company Account and /or access to or use of the inFlow Cloud™ Services (i) if You fail to pay Archon Systems Inc. as required under Your subscription, or (ii) if You violate any provision within Use of Services or Ownership and Restrictions sections of these Terms. Archon Systems Inc. may terminate Your User Account, Company Account and/or any access to inFlow Cloud™ Services if You do not correct the situation giving rise to the suspension within 10 days after Archon Systems Inc.’s initial notice to You. Any suspension or termination by Archon Systems Inc. of accounts and/or access to the inFlow Cloud™ Services under this paragraph shall not excuse you from your obligation to make payment(s).
PAYMENT
You agree to pay for all Services ordered as set forth in Your Subscription. All amounts due are non-cancelable and the sums paid non-refundable.
GENERAL
If any part of these Terms is found to be void and unenforceable it will not affect the validity of the remainder of the Terms, which shall remain valid and enforceable according to its terms.
Updates to the inFlow Cloud™ Services will be on the same terms of these Terms and/or with additional or different terms; but Archon Systems Inc. has no obligation to provide any updates or corrections to the inFlow Cloud™ Services.
When inFlow Cloud™ Service requires or includes downloadable software and/or applications, they may update automatically on your device or systems once a new version or feature is available.
Archon Systems Inc. may provide You with information and notices about the inFlow Cloud™ Services electronically, including via email and or instant messaging (which by using the Services You consent to receive), through the portal for the inFlow Cloud™ Services, or through a web site that Archon System Inc. identifies. Notice is given as of the date it is made available by Archon Systems Inc.
The inFlow Cloud™ Services are subject to Canadian export laws and regulations. You must also comply with all domestic and international export laws and regulations that apply to your use of the inFlow Cloud™ Services. These laws include restrictions on destinations, Users and end use.
THE PROVISIONS OF THESE TERMS EXCEPT FOR YOUR RIGHT TO USE THE INFLOW CLOUD™ SERVICES (WHICH WILL IMMEDIATELY CEASE) SHALL SURVIVE THE TERMINATION OF YOUR TRIAL OR SUBSCRIPTION AND/OR USE OF THE INFLOW CLOUD™ SERVICES HOWSOEVER CAUSED.
Should You have any questions concerning these terms, or if You desire to contact Archon Systems Inc. for any reason, please e-mail Archon Systems Inc. at info@archonsystems.com
