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Infobelt Terms of Service
Last updated: July 7, 2023
Infobelt Terms of Service
These Terms of Service (“Agreement”) constitute a contract between Infobelt, Inc., with offices at 428 E. 4th Street, Suite 407, Charlotte, NC 28202 (“Infobelt”), and you (“Customer”). Customer agrees to be bound by the terms of this Agreement upon the earlier of (a) its download, installation, access to, or use of any of Infobelt’s software or services (including the Services); or (b) its express consent to this Agreement (“Effective Date”).
This Agreement includes and incorporates any Order Form under which Customer purchased any of Infobelt’s software or services. If you enter into this Agreement on behalf of a company, organization, or other entity, you represent that you have the proper authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you have no authority to enter into this Agreement or do not agree with these terms and conditions, you may not use any Infobelt software or services. In the event of any inconsistency or conflict between this Agreement and any Order Form, the Order Form will control.
1. Definitions
Any terms not defined in this Section shall have the meaning ascribed to them in their relevant Section.
“Applicable Law” means all laws, statutes, ordinances, regulations, and other types of government directives applicable to the access, use, or provision of the Services, including the California Consumer Privacy Act of 2018 and the General Data Protection Act of 2016 (Regulation (EU) 2016/679).
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential considering the nature of the information and the circumstances surrounding disclosure, including all Order Forms, Customer Data, and all non-public business, technology, product, roadmap, financial, pricing, and marketing information. Notwithstanding the foregoing, Confidential Information will not include any information which: (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Documentation” means the written instructions, technical documentation, manuals, and other materials made available by Infobelt related to the Services, which Infobelt may modify from time to time.
“Installed Software” means any software provided by Infobelt to be installed by Customer or its Authorized Users solely for use with the Services.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means a quote, order form, or other writing prepared by Infobelt, executed by Customer, and accepted by Infobelt that sets forth the specific Services that Customer is authorized to use and the applicable fees, volumes, payment schedule, and initial subscription term. If the Customer subscribes through a reseller or marketplace, then such reseller or marketplace’s applicable ordering document shall apply solely with respect to the fees, volumes, subscription terms, and Services ordered.
“Services” means any Infobelt products and services made available to Customer hereunder, including (a) the Infobelt proprietary software, including any software code, utility, application interface, tools, or services related thereto; (b) the Installed Software; (c) any open-source software used by Infobelt in support of the products and services; (d) the Documentation; and (e) any updates, upgrades, enhancements, improvements, derivative works, and modifications of the foregoing, including the general know-how, performance metrics, analytics, and machine learning developed over time.
“Term” means the period of time during which Infobelt has authorized Customer to access the Services as set forth in any applicable Order Form and subsequent Renewal Term(s).
2. Services and Responsibilities
2.1 Provision of Infobelt Platform. Infobelt hereby grants Customer and its authorized employees, contractors, and consultants (“Authorized Users”) a limited, non-exclusive, non-sublicensable, non-transferable: (a) right to access and use the Services; and (b) if applicable, license to install and use the Installed Software solely in object code form, in each case solely for Customer’s internal business purposes and subject to the terms and conditions of this Agreement. Usernames and passwords to the Services may not be shared or accessed by more than one unique Authorized User. The Services are subject to modification from time to time at Infobelt’s sole discretion, provided the modifications do not materially diminish the functionality of the Services.
2.2 Data Protection. Infobelt maintains a commercially reasonable security program that is designed to: (a) ensure the security and integrity of Customer data provided by or on behalf of Customer to Infobelt in connection with the Services (“Customer Data”); (b) protect against threats or hazards to the security or integrity of Customer Data; and (c) prevent unauthorized access to Customer Data. Solely if and to the extent Infobelt processes Customer personal data that is subject to applicable data protection laws (as defined in the DPA), the Data Processing Addendum provided at (“DPA”) is hereby incorporated into and shall be fully governed by this Agreement.
2.3 Restrictions. Customer will not, and shall ensure that any Authorized Users will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of or otherwise create, attempt to create or derive the source code, object code or underlying structures, ideas or algorithms of the Services or any data related thereto; (b) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or render any part of the Services unusable; (c) use or access the Services to develop a product or service that is competitive with Infobelt’s products or services or engage in competitive benchmarking; (d) share, transfer, distribute, resell, lease, license, sublicense, make available or otherwise offer the Services on a standalone basis; (e) remove any proprietary notices from the Services or related Documentation; (f) use the Services or related Documentation in any manner or for any purpose that violates this Agreement or Applicable Law, or infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person (collectively, the “Restrictions”).
2.4 Privacy and Data Rights. All Customer Data collected through the Services is subject to the privacy policy at https://infobelt.com/infobelt-privacy-policy. Customer acknowledges and agrees that the Services will require Authorized Users to share with Infobelt certain information, which may include personal data regarding Authorized Users (such as names, usernames, hashed passwords, email addresses, and/or online identifiers) solely for the purposes of providing and improving the Services. Prior to providing any personal information to the Services, Customer is fully responsible for obtaining the consent of the associated individual, in accordance with Applicable Law, to the use of his/her information by Infobelt in accordance with this Agreement. Customer represents and warrants that it has all rights necessary, including any consents required hereunder or by Applicable Law, to provide or make available the Customer Data (including personal data) or other materials in connection with its use of the Services, and to permit Infobelt to use the same as contemplated hereunder. Customer will not use the Services to transmit or provide to Infobelt any financial or medical information of any nature or any sensitive personal data (such as social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, or credit card numbers).
2.5 Suspension. Infobelt reserves the right to suspend Customer’s (or any Authorized User’s) access to the Services or delete or disable any content submitted thereto immediately: (a) if Customer breaches Section 2 or Section 4 of this Agreement, or breaches any other provision and fails to correct that breach within the applicable cure period; or (b) as it deems reasonably necessary to respond to any actual or potential security or availability concern that may affect Infobelt or its Customer s or users.
2.6 Customer Responsibilities. Customer is solely responsible for (a) all uses of the Services under its account (whether or not authorized); (b) all acts and omissions of Authorized Users, including ensuring that it and its Authorized Users only use the Services in compliance with this Agreement and all Applicable Law (any breach of this Agreement by an Authorized User shall be deemed a breach by Customer ); (c) the entry, accuracy, integrity, and legality of Customer Data and the means by which it acquires and uses such Customer Data; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Services (and promptly notifying Infobelt in the event of any such unauthorized access or use); and (e) determining whether the Services are suitable or sufficient for its business purposes. Infobelt’s relationship is with Customer and not individual Authorized Users or third parties using the Services through Customer, and Customer will address all claims raised by its Authorized Users directly with Infobelt.
2.7 Third-Party Services. Customer’s use of third-party products or services not licensed to Customer directly by Infobelt (“Third-Party Services”) shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between Customer and the third party. Infobelt does not endorse, or support is not responsible for and disclaims all liability with respect to Third-Party Services, including the privacy practices, data security processes, and other policies related to Third-Party Services. Customer agrees to waive any claim against Infobelt with respect to any Third-Party Services. Customers may enable integrations between the Services and Third-Party Services (each an “Integration”). By enabling an Integration between the Services and its Third-Party Services, Customer is instructing Infobelt to share the Customer Data necessary to facilitate the Integration. Customer is responsible for providing all instructions to any Third-Party Service provider relating to Customer Data. Infobelt and Third-Party Service providers are not sub-processors of each other.
3. Fees
3.1 Fees. Customer shall pay all amounts invoiced by Infobelt relating to any applicable Order Form according to the payment schedule set forth therein. Except as otherwise specified herein or in any applicable Order Form: (a) fees are quoted and payable in United States dollars, (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Infobelt reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the initial term, or then the current renewal term, upon forty-five (45) days prior notice to Customer (which may be sent by email). Customer may enter into a subscription for the Services through an Infobelt authorized reseller, in which case Customer shall pay all fees to the applicable reseller, and any amounts to which Customer may be entitled due to a breach of this Agreement will be provided through such reseller.
3.2 Late Payment. Infobelt may suspend access to the Services immediately upon notice if Customer fails to pay any amounts at least fifteen (15) days past the applicable due date.
3.3 Taxes. All amounts payable hereunder are exclusive of any taxes, including any direct or indirect local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature (such as VAT, GST, excise, sales, use or withholding taxes) (collectively “Taxes”). Customer will be solely responsible for payment and reimbursement of all Taxes associated with its purchases hereunder, except for taxes based on Infobelt’s net income. Customer will not withhold any Taxes from any amounts due hereunder.
4. Confidential Information and Proprietary Rights
4.1 Proprietary Rights. Except as expressly set forth herein, Infobelt (and its licensors, where applicable) exclusively retains all rights, titles, and interests (including all Intellectual Property Rights) relating to the Services and Infobelt Confidential Information, and Customer exclusively retains all rights, titles, and interests (including all Intellectual Property Rights) in its Customer Data and Confidential Information.
4.2 Feedback. From time to time, customers may provide Infobelt suggestions or comments for enhancements or improvements, new features or functionality, or other feedback (“Feedback”) concerning the Services. Infobelt will have full discretion to determine whether to proceed with developing any requested enhancements, new features, or functionality. Infobelt will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exploit any such Feedback in connection with its products and services.
4.3 Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement, and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Notwithstanding the foregoing, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors, contractors, and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement (and for whom each party is responsible for any breach of this Agreement); and (b) as required by law (in which case, to the extent legally permitted, the receiving party will limit the disclosure to that required by law and provide the disclosing party with prior written notification thereof in order to allow disclosing party the opportunity to contest such disclosure). Neither party will disclose the terms of this Agreement to any third party, except that Infobelt may confidentially disclose such terms to actual or potential lenders, investors, or acquirers. Receiving party agrees to use the same degree of care that it uses to protect its own confidential and proprietary information to prevent the unauthorized use or disclosure of disclosing party’s Confidential Information, but in no event less than a reasonable degree of care. Promptly after disclosing party’s request, receiving party agrees to return or destroy disclosing party’s Confidential Information; provided, however, that receiving party shall be entitled to retain copies of Confidential Information solely to the extent necessary for purposes of such party’s ordinary course records retention and backup policies and procedures, or to comply with Applicable Law, provided that such Confidential Information is treated as such for so long as it is retained. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party will be entitled to seek immediate injunctive and other equitable relief, in addition to all other remedies, for any violation or threatened violation of this Section or Section 2.3 “Restrictions.”
4.4 Performance Metrics and Machine Learning. Customer acknowledges that a fundamental component of the Services is the use of machine learning and performance metrics for the purpose of providing and improving Infobelt’s products and services. Notwithstanding anything to the contrary, Infobelt may collect, use, aggregate, de-identify, and/or anonymize (during and after the Term) information related to Customer’s use of the Services to train its algorithms through machine learning techniques, monitor performance, create analytics and statistical data, or for any other purpose permitted by Applicable Law.
5. Warranties and Disclaimers
5.1 Infobelt Warranties. Infobelt represents and warrants that (a) the Services will, under normal and authorized use in full compliance with this Agreement, perform materially in accordance with the Documentation; and (b) it will not knowingly include, in the Services provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including those known as viruses, disabling devices, trojans, or time bombs, designed to intentionally disrupt, disable, harm, or infect the operation of a network, computer program or computer system or any component thereof, including Customer Data. If, at any time, the Services do not conform to the warranty set forth in this Section 5.1, Customer may promptly notify Infobelt in writing of any such noncompliance, and Infobelt will, within 30 days of receipt of such notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable correction plan is not established during such period, Customer may terminate this Agreement and receive a pro-rata refund of any pre-paid subscription fees related to the terminated portion of the applicable Order Form(s) as its sole and exclusive remedy for such noncompliance.
5.2 Reciprocal Warranties. Each party represents and warrants to the other party that it has the legal power and authority to enter into this Agreement.
5.3 Disclaimers. Except as expressly stated in this section 5, the services and anything else provided in connection with this agreement is provided to the customer strictly “as is” and “as available,” without warranties of any kind, including any warranties that the services will operate error-free or without interruption, or be free of security defects. All conditions, representations, and warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, title, fitness for a particular purpose or non-infringement, are hereby disclaimed by infobelt to the maximum extent permitted by applicable law. The parties agree that the services do not constitute legal advice and are only intended as tools for assisting customer in its compliance efforts, for which customer is solely responsible, and infobelt will have no liability or responsibility whatsoever for customer ’s compliance programs.
5.4 beta products. From time to time, customer may have the option to use free or beta products, features, or documentation (collectively, “beta products”) offered by infobelt. Beta products may not be generally available, are provided strictly “as is,” and shall not be subject to any representations, warranties, indemnification obligations or support obligations, and unless prohibited by law, infobelt will have no liability related to such beta products in excess of $1,000.00. Customer or infobelt may terminate customer ’s access to beta products at any time for any or no reason.
6. Indemnification
6.1 Indemnification by Infobelt. Infobelt will defend Customer against any claims, actions, demands, or proceedings (“Claim”) made or brought against Customer by an unaffiliated third party alleging that the use of the Services as permitted hereunder infringes or misappropriates any third-party copyright, trademark, US patent, or trade secret, and will indemnify Customer for any damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction against Customer, or agreed upon in settlement by Infobelt, in connection with any such Claim. Notwithstanding the foregoing, Infobelt shall have no obligation or liability for any Claim of infringement or misappropriation to the extent that it arises out of or relates to (a) Third-Party Services, Customer Data, or Customer designs, guidelines or specifications; (b) modifications made other than by Infobelt ; (c) combination of the Services with a non-Infobelt application, product, data or business process, where the Services would not be infringing alone; (d) continued use of the Services after Customer has been notified of modifications or substitutes, to the extent use of such modifications or substitutes would have prevented the Claim; or (e) use of the Services in a manner not strictly in accordance with this Agreement and all related Documentation (clauses (a) through (e), “Excluded Claims”). If the use of the Services by Customer has become, or in Infobelt’s opinion is likely to become, the subject of any Claim of infringement, Infobelt may at its sole option and expense: (i) procure for Customer the right to continue using and receiving the Services as set forth hereunder; (ii) replace or modify the Services to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not commercially practicable, terminate this Agreement solely with respect to the infringing portion of the Services and provide a pro-rata refund of any pre-paid subscription fees related to the terminated portion of the applicable Order Form(s). This Section states Infobelt’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any Claim of any nature related to infringement or misappropriation of Intellectual Property Rights.
6.2 Indemnification by Customer. Customer will defend Infobelt and its officers, directors, employees, and agents against any Claim made or brought against Infobelt by a third party relating to the Excluded Claims or Customer’s breach of Section 2 “Services and Responsibilities,” and Customer will indemnify Infobelt and its officers, directors, employees, and agents for any damages finally awarded against Infobelt (or any settlement approved by Customer) in connection with any such Claim.
6.3 Indemnification Procedures. The party entitled to seek coverage pursuant to this Section 6 (the “Indemnified Party”) shall: (a) promptly notify the other party obligated to provide such indemnification (the “Indemnifying Party”) in writing of any such claim; (b) give sole control of the defense and settlement of any such claim to the Indemnifying Party (provided that Indemnifying Party may not settle any claim in a manner that adversely affects Indemnified Party’s rights, imposes any obligation or liability on the Indemnified Party or admits liability or wrongdoing on the part of Indemnified Party, in each case, without Indemnified Party’s prior written consent); and (c) provide all information and assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. The Indemnified Party may join in defense with counsel of its choice at its own expense.
7. Limitation of Liability
Except for each party’s indemnification obligations or customer ’s breach of section 2 “services and responsibilities” or section 3 “fees,” in no event shall either party be liable for: (a) any lost profits or revenue, loss or corruption of data, or for any indirect, special, cover, punitive, incidental or consequential damages, arising under this agreement, irrespective of whether the party has been advised of the possibility of such damages or such damages were otherwise foreseeable; or (b) any aggregate liability arising out of or related to this agreement in excess of the total amounts paid or payable to infobelt under the order form giving rise to liability in the twelve (12) month period immediately preceding the event first giving rise to the liability. The foregoing disclaimers shall not apply to the extent prohibited by applicable law. The limitations set forth in this section 7 shall apply notwithstanding the failure of the essential purpose of any limited remedy and regardless of the legal or equitable theory on which claims are brought (whether in contract, tort (including negligence) or otherwise).
8. Termination
8.1 Term. The Term of this Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Except as set forth in an applicable Order Form, the subscription term of such Order Form will automatically renew for successive renewal terms equal to the length of the subscription term on the initial Order Form (“Renewal Term”) unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
8.2 Termination. Each party may terminate this Agreement or an applicable Order Form upon written notice to the other party in the event: (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to cure such breach within thirty (30) days after receipt of notice of such breach; or (b) subject to Applicable Law, upon the other party’s liquidation, the commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if such party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
8.3 Survival. Upon termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the Restrictions and terms and conditions relating to confidential information and proprietary rights, disclaimers, indemnification, limitations of liability, termination, and the general provisions below.
9. General
9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union, and other applicable jurisdictions in providing and using the Services. Customer may not export, re-export or otherwise access the Services in violation of Applicable Law, including access or use in any embargoed country or other jurisdiction where such access or use is prohibited. Each party represents that it is not named on any U.S. government denied-party list.
9.2 Publicity. Customer agrees that Infobelt may refer to Customer’s name and trademarks in Infobelt’s marketing materials and website; however, Infobelt will not use Customer’s name or trademarks in any other publicity (e.g., press releases, Customer references, and case studies) without Customer’s prior written consent (which may be by email).
9.3 Assignment. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null or void. Subject to the foregoing, this Agreement will bind the parties and their successors and assigns.
9.4 Relationship. The parties are independent contractors, and nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties hereto or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner outside the scope of this Agreement.
9.5 Third-Party Beneficiaries. By accessing the Services, Customer expressly agrees that Infobelt shall have the benefit of and right to enforce this Agreement against Customer, irrespective of Customer’s agreements with any authorized reseller. Except for Infobelt’s own benefit, nothing in this Agreement shall confer or is intended to confer on any third party any benefit or the right to enforce or modify any term of this Agreement.
9.6 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
9.7 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of North Carolina and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. For purposes of any dispute or claim related to this Agreement, Customer and Infobelt agree to submit to the personal and exclusive jurisdiction of the courts located in Mecklenburg County, North Carolina. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party will comply with all Applicable Laws.
9.8 Notices. Any notice required or permitted hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or overnight delivery. Infobelt may provide notice using the information in the most recent Order Form, and Customer may provide the contact information provided on https://bkg.72b.myftpupload.com/contact-us/. Notices regarding the Services, in general, may be given by electronic mail to Customer’s email address on record with Infobelt.
9.9 Entire Agreement. This Agreement and any Order Form(s) constitute the parties’ entire agreement concerning its subject matter and are intended to be the final expression of their Agreement and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of this Agreement or any Order Form shall be effective unless in writing and signed by an authorized representative of Customer and Infobelt and will only be given effect as to the specific provision and circumstances for which it was given. Notwithstanding the foregoing, no force or effect shall be given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by Infobelt after the date hereof. If there is any conflict between this Agreement and any applicable DPA or CCPA Addendum, the DPA and/or CCPA Addendum will govern.
9.10 U.S. Government Use. The Services are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Services, related documentation, technical data, or any deliverable to the United States Government are specified solely in this Agreement. All other uses are prohibited, and no ownership rights are conferred.
9.11 Force Majeure. Any delay or failure in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay or failure is due to a labor dispute, fire, earthquake, flood, cyber-attack, war, or any other event beyond the reasonable control of a party, provided that such party promptly notifies the other party thereof and uses commercially reasonable efforts to resume performance as soon as possible.
9.12 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Infobelt employee or agent in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer will promptly notify Infobelt.
9.13 Interpretation. For purposes hereof, “including” or “such as” means “including without limitation”.