Legal

Academy Terms & Conditions

December 2019

1. General And Definitions

The following constitute the terms and conditions (“Terms & Conditions”) to which applicants agree when registering for any online learning courses (“Online Training”) or any classroom training (“Classroom Training”) from IFS World Operations AB (“IFS Academy”).

If you are agreeing to these Terms & Conditions not as an individual but on behalf of your company or other legal entity, then “Customer” or “you” or “your” shall refer to such entity, and you represent that you have the authority to bind such entity to these Terms & Conditions and you are binding entity to these Terms & Conditions.

IFS Academy and you shall each be referred to as a “Party” and together as the Parties” for the purposes of these Terms & Conditions. If you do not have such authority, or if you do not agree with these Terms & Conditions, you must not accept these Terms & Conditions and may not attempt to access or use any content provided by IFS Academy in conjunction with the Online Training (“Training Material”).

IFS Academy reserves the right to review and update these Terms & conditions periodically at its sole discretion.

By accepting these terms & conditions, either by clicking a box indicating your acceptance or by executing a registration form that references these terms & conditions, or by using or accessing any training material, you agree to be bound by these terms & conditions.

2. Registration And Confirmation

2.1 Standard Online Training

Registration for Standard Online Training and Classroom Training can be made via the registration button available on the IFS Academy LMS, the button can be found in the specific course. On submission of your enrollment you will receive an automated summary email of your selection. IFS Academy LMS will confirm your registration by recording your booking in its system and sending you an email confirming that you have been registered. Classroom Training registrations are valid only for the specific date and time specified in your registration.

Before the start of the Classroom Training, you will receive an invitation with further details thereof.

Information about you shared with IFS Academy will only be used for internal purposes and will not be shared with third parties except to the extent necessary for the purposes of providing the Online Training.

If a designated person from the same company registers participants from that specific company, the same T&C apply as if the participant would register him/herself.

2.2 Custom Trainings And Services

Custom trainings can also be contracted through a separate written agreement with IFS Academy.

3. Fees And Payment

The applicable training fees are stated exclusive of VAT. For Customers who perform activities not subject to VAT, the charged fees will be exempt from VAT, otherwise the fees will be charged with VAT added.

For customers who are residents of Sweden the local sales tax is included in the stated training fees.

Except where otherwise explicitly stated, the fees include

Online Training: access to the online platform and the right to use the Training Material.

Classroom Training: classroom training in the time period and location confirmed back to you after registration and the right to use the Training Material.

The applicable fees will be invoiced electronically to your email address stated in the registration form, payment term 30 days’ net.

4. Your Obligations

You may not allow anyone else to access the Online Training via your log-in details and are required to treat confidentially all information, documentation and material to which you have been granted access hereunder.

You also agree to follow the IFS Acceptable Use Policy as applicable from time to time. In particular, without limitation, with regard to the online platform you will at all times respect the intellectual property rights and other rights of third parties, respect the privacy of third parties, refrain from offending or discriminating against others, refrain from disseminating information in breach of law, public order or common decency, refrain from gaining unauthorized access to systems, refrain from spreading viruses or other harmful programs and refrain from criminal offenses and breach of any other statutory provision. IFS Academy has the right to take measures in relation to any action or omission by any participant in violation of this clause. The participant is required, at IFS Academy’s first written request, to immediately remove information, the failure of which IFS Academy has the right to block access to the online platform. In the event of breach or the threat of breach of this clause, IFS Academy also has the right to deny the participant access to IFS Academy’s systems without prior notice. The foregoing is explicitly without prejudice to any other measures or rights available to IFS Academy related to the breach.

IFS Academy reserves the right to remove any participant from an Online Training or Classroom Training whose behavior is deemed inappropriate by IFS Academy or its trainers. In these circumstances, IFS Academy will neither refund any fees nor reimburse any other costs.

As a participant you 

• must have appropriate internet access facilities such as, but not limited to, adequate equipment and software;


• are responsible for having the required knowledge level or required prior education for participation in any registered Online or Classroom Training, and you acknowledge that insufficient prior knowledge or training may impact or inhibit the results of this Training;


• are responsible for keeping your user name/login code and password strictly confidential and for any unauthorized use thereof as well as for all actions performed via your account. If you suspect any unauthorized or wrongful use of your account, you must immediately notify IFS Academy thereof.


• need to have an attendance rate of at least 75% to complete a (virtual) classroom successfully.

5. Cancellation

5.1. Cancellation By The Customer

Notice of a participant’s intent to cancel a Classroom Training registration should be made directly in the Academy LMS or by email at academy@ifsworld.com, subject to the following terms: 

If the cancellation is received by IFS Academy more than 14 days prior to the Training event, no fee will be charged.

If the cancellation is received by IFS Academy less than 14 days prior to the Training event, an administration fee equal to 100% of the applicable Training fee will be charged.

5.2. Cancellation By IFS Academy

IFS Academy reserves the right to cancel or change the timing for registered training, change online platform, or change course content. Participants will be informed of any cancellation or rescheduling of a Classroom Training event by email at least 7 days prior to the event. IFS Academy will make all reasonable efforts to avoid cancellations. In case of a cancellation registrants will receive a refund for the full Classroom Training fee. If a Classroom Training event is rescheduled, delayed or interrupted, no refund will apply. 

6. Performance And Disclaimer

Ifs academy will perform the online training and classroom training with due care, in a professional manner on a commercially reasonable basis.

For all online training and classroom training the latest available version of an ifs solution will be used unless otherwise specifically stated.

Ifs academy does not warrant that the online platform or any software or any other online contents will always be available or uninterrupted, timely or error free, that defects will be corrected or that such content is secure or free from bugs, viruses, errors and omissions.

The online training or classroom training and training material are provided “as is”. there are no warranties, express or implied, by operation of law or otherwise for the use or results of the training and materials, that you will successfully complete the training, or that any particular level of knowledge will be attained by you. ifs academy disclaims any implied warranties including the implied warranties of merchantability and fitness for a particular purpose.

Ifs academy can put the online platform entirely or partially out of use temporarily for preventive, corrective or adaptive maintenance. ifs academy will endeavor to ensure that such period of inactivity does not last longer than necessary, is scheduled outside of office hours as far as practicable, and, depending on the circumstances, will not initiate such inactivity before the participant has been notified.

7. Limitation Of Liability

Ifs academy does not accept responsibility for anyone acting as a result of information in, or views expressed during, any online training, including training materials

To the maximum extent permitted by law, ifs academy shall not be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort(including negligence) strict liability or otherwise, even if informed of the possibility of such damages in advance. to the maximum extent permitted by law, ifs academy’s aggregate liability hereunder shall not exceed the amount actually paid by you to ifs academy for the training to which the claim relates.

8. Ownership And Intellectual Property Rights

All training material and any other manual, document or material of any kind related to the online or classroomtraining, including any intellectual property rights and the design, graphics and text and the audio and video of all webinars and podcasts, are owned by ifs academy.

When you are given access to the training material, you are granted a non-exclusive, non-transferable, revocable license to use the training material. no training material may be copied, reproduced, uploaded, posted, displayed or linked to in any way, in whole or in part, without ifs academy’s prior written permission. any such use is strictly prohibited and will constitute an infringement of ifs academy’s intellectual property rights.

To provide a continuous check on the consistency and quality of the online and classroom training, participants will be asked to submit feedback in the form of a satisfaction survey at the end of each training event. this feedback will be reviewed in detail and will be used to make continuous improvements to course content and delivery.

9. Confidentiality

Except as otherwise set forth in these terms & conditions, each party may disclose to the other party certain confidential information under these terms & conditions.

Each party agrees that all code, inventions, know-how, business, technical and financial information or any information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person disclosed to such party (“receiving party”) by the disclosing party (“disclosing party”) constitute the confidential property of the disclosing party (“confidential information”).

Any ifs academy technology, any commercial terms (including pricing) of these terms & conditions and any performance information relating to the products shall be deemed confidential information of ifs academy without any marking or further designation.

Except as expressly authorized herein, the receiving party will use (and will ensure that its employees, affiliates, agents, contractors and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of any disclosing party’s confidential information for any purpose other than providing the training contemplated by these terms & conditions unless authorized by the disclosing party.

The receiving party's non-disclosure obligation shall not apply to information which the receiving party can document:

(i) was rightfully in its possession or known to it prior to receipt of the confidential information;

(ii) is or has become public knowledge through no fault of the receiving party;

(iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or

(iv) is independently developed by employees of the receiving party who had no access to such information.

The receiving party may also disclose confidential information if required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the disclosing party).

10. Miscellaneous

10.1 Missed Training

There will be no replacement courses or extra materials for participants who miss a training.

10.2 Third-party Tools.

Ifs academy may provide you with access to third-party tools which we neither monitor nor have any control over or give input. you acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. ifs academy shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

10.3 Changes To Terms And Conditions

You can review the most current version of the terms of service at any time on the ifs website. ifs academy reserves the right, at its sole discretion, to update, change or replace any part of these terms of service by posting updates and changes to the ifs website. it is your responsibility to check the website periodically for changes. your continued use of or access to the ifs website or the training following the posting of any changes to these terms of service constitutes acceptance of those changes.

10.4 Governing Law.

These terms of service and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the substantive laws of sweden, without regard to its principle of conflicts of laws.

10.5 Privacy Policy

All information provided by you under these terms & conditions will be treated in accordance with ifs academy’s privacy policy.

10.6 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under these terms & conditions (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (each a “force majeure event”).

10.7 Entire Agreement And Severability

The agreement is the entire agreement between you and ifs academy relating to the training and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the training or any other subject matter covered by these terms & conditions. if any provision of these terms & conditions is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

 

Important, Read Carefully: 

Your use of and access to the website and products and services and associated software, applications, cloud, and support, as applicable, (collectively, the “services”) of ifs ab and its affiliates is conditioned upon your compliance with and acceptance of these terms, which include your agreement to arbitrate claims. please read these terms carefully before accessing or using the service. by accessing or using the services you agree to be legally bound by these terms and all terms, policies and guidelines incorporated by reference in these terms. if you do not agree with these terms in their entirety, you may not use the service. you may not use the service (or any part thereof) if you are prohibited by any applicable laws or regulations from accessing, receiving or using the service, or if you are not fully able and competent to enter into this agreement or the privacy policy.  “ifs”, "we", "us," and "our" refers to the ifs entity in the region of services as well as all such affiliates and subsidiaries whatever percent ownership.  

By proceeding to sign-up for any service, accessing the ifs website or by utilizing the services you agree to be bound by these terms and all exhibits, order forms, and incorporated policies (the “agreement” “eula” “terms” or “tos”). the services are not available to persons who are not legally eligible to be bound by these terms of service.  you as end customer (“customer” “you” or “your”) understand and agree that your right to use the services is subject to your compliance with this eula, the notification form, and, in addition, the relevant product terms.   

By downloading or using the services, you confirm you are authorized to accept the terms of the agreement and you have read and agree to the terms of the agreement.  the agreement supersedes any other license agreement of the software granted by ifs or any agreement for the provision of the services.     

General Terms And Conditions

1.1. Amendments IFS reserves the right to change or modify any of the terms and conditions contained in these Terms or in our Privacy Policy, or any policy or guideline of the Service, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information or by publishing the amendments in these Terms. If you do not agree with the changes, you can cancel your account with us without further obligation, except any amount due if applicable. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on these Terms, and your continued use of the Service after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated herein to understand the terms and conditions that apply to your use of the Service. The last amendments will be reflected in the "Last updated" heading. If you do not agree to any amended Terms, you must cease any further access or use of the Service. If you have any questions about the Terms, please email us at: info@IFS.com.

1.2. Definitions.  Defined terms used in this EULA shall have the meaning given to them in the Definitions section of this EULA unless the context requires otherwise.  

1.3. Access.  We reserve the right to terminate or modify the Service including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Service to registered users or another subset of users. You are solely responsible for making all arrangements necessary for you to access the Service.

1.4. Fees:  Fees and any other charges for the use of the Service are described on the website at: www.ifs.com . Fees may change from time to time. If we change them, we will give you at least 30 days' notice before implementing the change. If they do change, your continued use of or access to the Service after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees, if any, in any applicable jurisdiction.  Fees paid to IFS for products and service offered on the Service, unless otherwise specified in writing, are non-refundable. If your use of the Service is terminated by us because of your breach of these Terms, we will retain fees and charges paid by you for your use of the Service. If we terminate your use of the Service for any reason other than your breach of these Terms, we will refund your subscription fee on a pro rata basis.

1.5. Registration.  If you register for an account through our Service, we may require certain registration details or other information.  It is a condition of your use of the Service, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a user name, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify IFS of any unauthorized use of your user name or password or any other breach of security. You must logout from your account at the end of each session. IFS has the absolute right to disable any user name or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms.

2. Your Responsibilities And Your Content

2.1. You shall obtain and keep in effect all Required Consents.  Upon request, You will provide to IFS evidence of any Required Consent.  IFS will be relieved of its obligations to the extent that they are affected by Your failure to promptly obtain and provide to IFS any Required Consents.  

2.2. You shall comply with all laws applicable to its use of the Services and is responsible for (a) determining whether the Services are appropriate for storage and processing of information subject to any specific law or regulation; and (b) responding to any request from a third-party regarding Your use of the Services under applicable laws.  You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any IFS policies. IFS assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact IFS at legal@IFS.com. IFS may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will IFS be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content

2.3. All information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, provided on the Services is called "Content." Content provided by You or Your Users using the Services is called "User Content.". Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove any User Content posted or stored on the Service, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the ServiceYou are solely responsible for:; (a) all Content including, without limitation, its selection, creation, design, licensing, installation, disruption, error, reprogramming, repair and accuracy, and for all necessary permissions and IFS may use, store, and process the Content in the delivering of the Services; (b) all copyright, patent and trademark clearances in all applicable jurisdictions and usage agreements for any and all Content and Customer shall not at any time provide or use any Content or other data with the Services which infringes or may infringe any third-party intellectual property rights; and (c) the selection of controls on the access and use of Content.

2.4. IFS acknowledges that all Content stored or processed by Your using the Services, including all intellectual property rights embodied in the Content, are owned or licensed by You.  You grant to IFS, without charge or royalty: (a) all necessary licenses and rights in relation to the Content solely for IFS to perform its obligations hereunder, including without limitation the right to store, record, transmit and display the Content for such limited purpose; and (b) the right to use any of Your owned, developed or licensed application software systems necessary and solely for IFS to provide the Services.  IFS will not access or view Content except as reasonably necessary to provide the Services or as requested or allowed herein.  IFS will not remove or alter any copyright or other proprietary notice on or in any Content without your consent.  You are aware that IFS, for the purposes of fulfilling its contractual obligations to Customer hereunder, may permit Content to be accessed or viewed by other IFS Affiliates or subcontractors, including foreign nationals, located in and/or outside of the country or countries in which Customer operates.  

2.5. You shall not (nor enable or permit others to) as a condition and material term of its use of the Services, without IFS’s prior written permission: (a) assign, transfer, distribute, export or re-export, sell, rent, lease, lend, pledge, sublicense or otherwise exploit or encumber the Services, or otherwise make available any portion thereof, or use or permit use on behalf of, any third party for any purpose (whether in such third party’s business operations or otherwise), including but not limited to use in the operation of a service bureau, sourcing, subscription or time-sharing arrangement, or in a rental, software as a service or outsourcing context; (b) publish any results of benchmark tests performed with respect to any portion of the Services; or (c) otherwise act in any way that would negatively impact any rights of IFS in the Services, or that would deprive IFS, in whole or in part, of any fees to which it is entitled, and you agree to comply with all reasonable requests by IFS to protect the respective rights of IFS in the Services.

2.6. Where User Content is subject to governmental regulation or other security requirements beyond those specified by IFS for the Services, the You must not input such Content into the Services or provide such data in conjunction with other Services unless IFS has first agreed in writing to provide additional security measures.  Without limiting the generality of the foregoing, You agree to not deliver, provide access, or facilitate to be viewed, in any form or format (whether physical or electronic, including email), any “controlled materials”, i.e. hardware, technical data, software and/or technical assistance that is or may be deemed to be subject to any applicable export and re-export control laws and regulations, to or by any IFS personnel, except with IFS’s express prior written agreement.  If such controlled materials must be exchanged, accessed or viewed, subject to IFS’s prior agreement, You remain solely responsible for ensuring that any such controlled materials may be provided to IFS or accessed or viewed by IFS personnel without violating, and the Parties will consult with each other to ensure their compliance with, any and all applicable export and re-export control laws and regulations.

3. Security

3.1. IFS will maintain and administer a security policy with physical and technical safeguards designed to protect the security, integrity and confidentiality of its Content  Further information about IFS security practices is set forth in the IFS Information Security Management Document.

3.2. Customer shall (a) use reasonable security precautions for Customer’s own IT assets that may be used in connection with its use of the Services, e.g. maintain up-to-date virus scanning and operating system security patches and firewall protection; (b) require each Permitted User to use reasonable security precautions.  In addition, Customer shall use all reasonable efforts not to take any action or install any software that may preclude or impair IFS’s ability to access or administer its network or provide the Services.

4. Monitoring

4.1. In its use of the Services the You agree to monitor and maintain the correct number of Users and Use Types reflecting the applicable Use Level, and promptly report to IFS any use in excess thereof.  The Customer also agrees to implement reasonable security and supervisory controls for the correct and proper access and use, to prevent any unauthorized use, copying, distribution, publication or disclosure thereof; and to promptly report to IFS any actual or suspected non-compliance.

5. Proprietary Rights In The Services

5.1. IFS or its licensor retains all right, title, and interest in the Services, all Content and all software available on the Service or used to create and operate the Service, including any materials furnished, developed, provided or created by IFS as part of the Services, and in all improvements, enhancements, modifications, or derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, and trademark (whether or not specifically recognized or perfected under the laws of the country where the Services are provided).  The Services constitute and contain valuable proprietary services, products and trade secrets of IFS or its licensor, embodying substantial creative efforts and confidential information, know-how, technology, ideas and expressions that are protected by applicable intellectual property and other laws, and Customer shall handle the same strictly confidential, with utmost care and not disclose it to any third party without IFS’s prior written permission.  IFS collects certain information and data during the normal operation of the Service. The information and data collected through the operation of the Service is the property of IFS.

6. Privacy

6.1. In its use of the Services, You will comply with the AUP set forth below.

6.2. Please refer to the IFS Privacy Statement , for information on how IFS collects, uses, and discloses personally identifiable information from its users. By using or accessing the Service you agree to our use, collection and disclosure of personally identifiable information in accordance with our Privacy Statement.

6.3. The terms of the IFS Data Processing Addendum (“DPA”) shall apply to the provision of the Services in respect of the processing of Personal Data (as defined in the DPA) and in which case You shall be the controller and IFS shall be the processor.  The DPA shall be incorporated into the Agreement provided, and from the date that, Customer sends to privacy@ifs.com a copy of the DPA signed by Customer in accordance with the instructions therein.

7. Term And Termination

7.1. Term. The Services and these Terms begin immediately upon Your accessing or using the Services.

7.2. Termination. The licenses granted hereunder shall apply for such term set forth in the Agreement. The Agreement may be terminated by IFS immediately by IFS for any reason, without notice, and will be subject to immediate, automatic termination (without the action by IFS) if You or any User becomes subject to sanctions under applicable EU/US/UN or other applicable export control and economic sanctions laws and regulations or becomes so by being directly or indirectly controlled by such a sanctioned entity or person.

7.3. Effect of Termination

7.3.1. (a) Termination does not (i) relieve You of any liability accrued as at the date, or as a result, of termination, or (ii) preclude IFS from pursuing any other rights or remedies available to it in connection with the termination.  (b) Upon expiry or termination of any license granted hereunder, You shall (and shall cause Your Affiliates and Users to) cease using and delete all copies of any Services or other IFS Content from your systems, including copies stored for archival or storage purpose and either destroy or return them to IFS,.  

7.3.2. Any of Your Affiliate’s and/or User’s right to access and use the Services are only available through Customer hereunder.  Consequently, the right to access and use the Software and Software Documentation for such entity or person shall automatically terminate and Customer shall ensure that they immediately cease using such materials and that any copy thereof used by such entity/person is, at Customer’s expense, returned, erased or destroyed.

8. Indemnity

8.1. You waive and shall not assert any claims or allegations of any nature whatsoever against ifs, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the "released parties") arising out of or in any way relating to your use of the service or the content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of content, or allegations that any released party has or should indemnify, defend or hold harmless you or any third-party from any claim or allegation arising from your use or other exploitation of the service. you use or access to the service at your own risk.

8.2. You agree to indemnify, defend and hold harmless ifs, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the services, your violation of this agreement or the infringement or violation by you or any other user of your account, of any intellectual property or other right of any person or entity or applicable law.

9. Confidentiality

9.1. You agree (a) to hold all Confidential Information disclosed hereunder to You  in confidence and to use at least the same degree of care that it uses to protect Your own confidential information (but no less than reasonable care); (b) to use such Confidential Information solely for the purposes of the Agreement; and (c) not to disclose any such Confidential Information to anyone except Your employees, Affiliates, and contractors who need to know the Confidential Information in connection with the Agreement and who are subject to obligations of confidentiality no less stringent than those herein.  You shall be liable for the acts and omissions of Your employees, Affiliates, and contractors as it is for its own acts and omissions.  Confidential Information does not include information which You can show: (i) is, or becomes, available within the public domain without breach of any obligation owed to IFS; (ii) is already in the possession of You at the time of receiving the same without obligation of confidence; (iii) is independently developed or acquired by You without any breach of the Agreement; or (iv) is received by You from a third party without restriction on its disclosure or use.  Your obligations relating to Confidential Information survive the termination of the Agreement.

10. Limitation Of Liability

10.1. If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from IFS or any affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors, direct damages up to an amount equal to your Services fee for the month during which the loss or breach occurred (or up to $10.00 if the Services are free). You cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the software related to the Services.

10.2. Nothing in these Terms shall limit IFS’ liability in any claim where such limitation is not permitted by law. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials distributed in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages within the limits identified in this Agreement.

11. Miscellaneous

11.1. Export.  You will ensure (and shall cause Your Affiliates, Users and Contractors to ensure) that neither the Services nor any direct product thereof are (i) exported, directly or indirectly, in violation of such laws and regulations; or (ii) are intended to be used for any purposes prohibited by such laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation.  You shall in connection with the Agreement comply with, if applicable, the US Arms Export Control Act, the US International Traffic in Arms Regulations (“ITAR”), the US Export Administration Act, and the US Export Administration Regulations (“EAR”)).   

11.2. Assignment.  Customer may, with the prior written consent of IFS transfer or assign the Agreement, whether as a result of a merger or sale of the business.  Any assignment or transfer attempted without the written consent of IFS will be null and void.  IFS may assign, in whole or in part, the Agreement, or any rights or obligations thereunder to any IFS Affiliate subject to providing Customer with prior written notice.  The Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

11.3. General.  Save for IFS’ licensors which are third party beneficiaries under the Agreement, the Agreement shall not create any rights in favor of, or any obligations owed by, any third party.  In the Agreement, unless the context otherwise requires, words in the singular include the plural and vice versa and words in one gender include any other gender.  The headings in the Agreement are for convenience only and shall not affect its meaning.  Any phrase in the Agreement introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.  The parties are independent contractors.  The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  Neither party is the representative of the other party for any purpose and neither has power or authority to act as agent or employee or to represent, act for, bind, or otherwise create or incur any obligation on behalf of the other party.    

11.4. Governing Law. United States and Canada. If you acquired the application in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles. Outside the United States and Canada. If you acquired the application in any other country, the laws of that country apply. 

11.5. Entire Agreement, Order of Precedence & Waiver.  The Agreement shall be the entire agreement regarding its subject matter, and shall supersede all other representations, understandings or agreements, whether oral or written, between the parties relative to such subject matter.  No modification, amendment or variation of the Agreement shall be of effect or binding upon IFS unless agreed to in writing by IFS.  In the event of a conflict or inconsistency between the terms comprising the Agreement the order of precedence shall be: (1) the Product Terms (2) the Notification Form (3) this EULA.  No failure or delay by IFS in exercising any right hereunder will constitute a waiver of that right.  Any waiver must be made in writing and the single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy.

12. License Grant

12.1. IFS grants you a limited, revocable, non-exclusive, license to access and use the Service and to view, copy and print the portions of the Content available to you on the Service. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Service or the Content, or reproduce, distribute or display the Service or any Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Service or the Content other than for its intended purpose. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by IFS at any time. You represent and warrant that your use of the Service and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. To request permission for uses of Content not included in this license, you may contact IFS at the address identified at the bottom of these Terms. IFS grants you a limited, revocable, non-exclusive, license to access and use the Service and to view, copy and print the portions of the Content available to you on the Service. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Service or the Content, or reproduce, distribute or display the Service or any Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Service or the Content other than for its intended purpose. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by IFS at any time. You represent and warrant that your use of the Service and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. 

12.2. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate and provide the Service, now and in the future. For example, if a Subscriber requests that we collect certain information or data on its behalf, we require your permission and license to use the information or data in the operation of the Service.

Third-Party Software

12.3. Third-party software may be subject to additional or separate license terms and any terms indicated in any applicable readme files, installation details, or specifically set forth in the applicable Notification Form, and in certain circumstances may be licensed directly to You from the third-party software vendor.  Any additional or separately applicable third-party software license terms shall, with regard to their respective subject-matter, prevail in the event of a conflict with the Agreement, provided, however, that such additional or separate terms will not impose on IFS any wider, more stringent or more far-reaching obligations or liabilities than the terms of the Agreement.

12.4. If You  operate third-party software in conjunction with the Services for which a license has not been granted by IFS, the You agree, upon request, to provide IFS with a written statement confirming the existence of valid license agreement(s) approved by the relevant third-party software vendor.  You will reimburse IFS for any fees, charges and costs IFS incurs or is charged as a result of Your failure to obtain any requisite third-party software licenses or to comply with any applicable third-party software license terms.

12.5. The Services must not be used in any hazardous environments requiring fail safe performance, such as in the construction, operation or maintenance of nuclear facilities, on-line or real-time control of aircraft, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of products could lead directly to death, personal injury, or severe physical or environmental damage.

13. Proprietary Rights

13.1. IFS or its licensors retains all right, title, and interest including, without limitation, patents and rights to patent, copyright, trade secret, and trademark in the Services and in all improvements, enhancements, modifications, or derivative works thereof including, all right, title, and interest in all materials related to the Services, which shall include all patents and rights to patent, copyright, trade secret, and trademark.  The Services constitute and contain valuable proprietary products and trade secrets of IFS or its licensor, embodying substantial creative effort and confidential information, know-how, technology, ideas and expressions that are protected by applicable intellectual property and other laws.  You agree not remove or alter any proprietary legends or notices and to maintain any marking of ownership as advised by IFS from time to time.

13.2. No title, copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted hereunder is exchanged between the You and IFS in these Terms.

14. Warranty

Warranty and Warranty Disclaimer

14.1. Ifs, and our affiliates, resellers, distributors, and vendors, make no warranties, express or implied, guarantees or conditions with respect to your use of the services. You understand that use of the services is at your own risk and that we provide the services on an "As is" basis "With all faults" and "As available." you bear the entire risk of using the services. Ifs makes no guarantee regarding the accuracy, reliability or timeliness of the services. To the extent permitted under your local law, we exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. You may have certain rights under your local law. Nothing in these terms is intended to affect those rights, if they are applicable. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the services will be uninterrupted, timely, secure, or error-free or that content loss won't occur, nor do we guarantee any connection to or transmission from the computer network.  

14.2. IFS makes no performance or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide.  

The Definitions Used In This EULA Have The Meaning Given To Them Below, Unless The Context Requires Otherwise.

15.1. “Acceptable Use Policy” or “AUP” means such terms of use applicable to the Services as set forth in section Part F (AUP) of this EULA.

15.2. “Application Software”, “IFS Application Software” or “IFS AS” means IFS’s standard, unmodified proprietary application software products, modules, applications, “apps” and programs (but, for the avoidance of doubt, excluding any third-party software included therein or associated therewith.  It is limited to machine readable code (generally referred to as executable or object code) and the user instructions included in the Software Documentation.  It does not include vocabularies and other items generally referred to as source code, nor any descriptions not included in the Software Documentation.

15.3. “Hardware” or “hardware” means the combination of the machine types and other hardware products which, together with the operating system software, can perform one or more data processing functions when utilizing the Software.  

15.4. “Notification Form” means the form provided to You, directly or through you Partner, containing information on the Software, the Use Level and Use Type, the license type and other applicable information to the licensing of certain Software.  

15.5. “Required Consents” means any consents, licenses, or approvals required to give IFS, or any person or entity acting for IFS hereunder, the right or license to access, use and/or modify in electronic form and in other forms,.

15.6. “Software” means Application Software and third-party software together as licensed under an Notification Form.

15.7. “Software Documentation” means the reference on-line manual produced by IFS describing the function of, and provided together with, the Application Software. It does not include any general descriptions, collateral, training material or other materials not included in the on-line manual.

15.8. “Support Services” or “IFS Support Services” means the support and maintenance provided or made available by IFS.

15.9. “Third-party Software” or “third-party software” means any software product, data or service owned by a third party, whether proprietary, commercial or designated as free and open source software to which Customer has been licensed and/or granted the right to access and use under an Notification Form.

15.10. “User” means a physical individual (i.e. user login) who is granted access to use the Software; “Named User” means a named individual authorized to use the Software (or any portion thereof) regardless of whether the individual is actively using the Software at any given time; a non-human operated device will be counted as one or multiple Named User(s) (depending on the nature of operation) in addition to all individuals authorized to use the Software; and “Permitted Users“ means Named Users, concurrent Users or other types of Users being authorized to use the Software, as set forth in the applicable Notification Form.

15.11. “Use Type” means the metric for counting and controlling the applicable permitted use categories – in terms of Permitted Users, Units of Measures or other permitted means of use, as applicable.

15.12. “Use Level” means the maximum permitted use level for each Use Type.

16. AUP

16.1. This AUP is for your access and use of the Services.  You shall be responsible for each User’s compliance with this AUP.

16.2. Prohibited Use

16.2.1. You must not use the Services nor enable others to use the Services: (a) In a way prohibited by law; (b) To violate the rights of third parties; (c) To try to gain unauthorized access to or disrupt any service, device, data, account or network; (d) To spam or distribute malware, or transmit or cause to be transmitted any viruses, worms, Trojan horses, time bombs, cancel bots or any other harmful, damaging or destructive programs or content; (e) In a way that could otherwise harm the Services or impair anyone else’s use of it; (f) To disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters  use of the Services, nor force any electronic barriers or locks which have been adapted for the purpose of protecting the Services; or share or transfer any license key, password or other security device relating to the use thereof with or to any other User or any third party; (g) In a manner that prevents or disrupts other computer communications, or prevents or disrupts the equipment employed to provide and use the Services; or (h) In any application or situation where failure of the Services could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

16.3. Investigation, Suspension

16.3.1. IFS have the right to investigate potential violations of the AUP.  We may, at any time immediately: (a) restrict your access and your Users’ access to the Services; (b) remove or require removal of any offending Content; (c) Suspend the Services in whole or in part; (d) Terminate the Services for cause; and/or (e) exercise other rights and remedies available to it.  

16.3.2. You will promptly notify IFS of any event or circumstance related to the Services, your or any User’s use thereof, or Content of which You becomes aware, that could lead to a claim or demand against IFS, and You will provide all relevant information relating to such event or circumstance to IFS at IFS’s request.    

16.3.3. The exercise by IFS of suspension rights or other remedies under this AUP shall not relieve You of any obligation to pay the applicable fees.