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Integration Terms of Service

PLEASE READ THESE INTEGRATION TERMS OF SERVICE CAREFULLY

In accordance with GDPR, please review our Privacy Policy. Privacy Policy shall apply to the processing of personal data by Imagine Business Development on behalf of the Customer as required for the provision of the Services, and is hereby incorporated by reference.

Imagine Business Development´s Integration Terms of Service Agreement explains the general terms and conditions for the use of services provided by Imagine Business Development. Please read carefully this Integration Terms of Service document, and keep a copy of it for your reference.

These Terms do not interfere with any obligation or authorization provided in any other agreement concluded between you and Imagine Business Development. Provisions of any individual Agreement between you and the Imagine Business Development supersede provisions from these Terms.

1. Definitions

1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms of Service Agreement:

‘Terms/Agreement’ refers to the latest version of this Terms of Service Agreement document.

‘Customer/You’ refers to any person or legal entity using our Services.

‘We/Us/Imagine Business Development’ refers to Imagine Business Development.

‘Party/Parties’ refers to either Customer or Imagine Business Development when used in singular form and to both Customer and Imagine Business Development when used in plural form.

‘Third Party’ refers to any natural or legal entity other than Imagine Business Development and the Customer.

‘Services’ refers to the integration solution services and other services provided by Imagine Business Development.

‘Confidential Information’ refers to any and all information disclosed between the parties of this Agreement in relation to the Services. Confidential Information does not cover information that was known either party prior to disclosure or information that was made available to the public.

‘Intellectual Property’ refers to any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

‘Knowledge’ refers to the actual knowledge of any executive officer and the knowledge that any such person would be reasonably expected to obtain after making the same inquiry that a reasonably prudent business person in the ordinary and usual course of the performance of his or her responsibilities would make.

2. General Provisions 

(A) Eligibility

2.1 By using our Services you confirm that you (i) have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, (iii) that you will not use Services contrary to these Terms or applicable laws. If you are accessing our Services on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.

2.2 Whenever you are using our Services you will need to comply with the terms of this Agreement, any separately agreed terms, and any applicable laws, regulations and policies. If any part of the Services is not in compliance with your local state or federal laws and regulations, you may not use the Services. Any such Service will be considered as ‘not available in your region’.

(B) Scope of the Services

2.3 Imagine Business Development will provide support for the integration service via an email-based ticketing system during business hours of 9am - 5pm U.S. Eastern Time Monday through Friday, excluding U.S. holidays. 

2.4 Except where expressly stated otherwise, Imagine Business Development cannot and does not guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

(C) Acceptable Use

2.6 You agree that you will not misuse our Services. A misuse constitutes any use, access or interference with the Service contrary to this Agreement, our privacy policy and applicable laws and regulations. During your use of our Services, you will not behave contrary to the Terms, policies, applicable laws and regulations, and you will especially not, without limitation, do anything of the following:

(i) send or otherwise post unauthorized commercial communications (such as spam) through the Services;

(ii) upload viruses or other malicious code;

(iii) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;

(iv) take any action creating a disproportionately large usage load on our Services unless expressly permitted by Imagine Business Development;

(v) communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;

(vi) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website

(D) Non-disparagement

2.7 You understand and agree that you will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity including but not limited to any media outlet, industry group, financial institution or our current or former client, regarding us or our business affairs, business prospects, or financial condition. You further understand and agree that you will not make any negative statement or review about us or our services, even if such statements or reviews are true at the time of their making, prior to providing us with a reasonable option to resolve or amend the cause for the negative statement or review.

(E) Customer Information

2.8 When using our Services, Customers are required to provide true, accurate, current and complete information about themselves when prompted or as required by the nature of the Service. You agree to update your information should there be any changes, in order to keep information on record true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Services or any part thereof. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.

(F) Contact

2.9 If you provide us with your email address, we may contact you using such contact information, for any matters relating to the Services (Service emails). These emails do not constitute “unsolicited commercial e-mail advertisements” and you are not able to opt-out of receiving them. You may opt-in to receive emails about news, promotions, special offers and or other topics of interest related to the Imagine Business Development and our affiliates (Promotional emails). You may choose to stop receiving these promotional emails at any time by following the instructions contained in Promotional emails.

2.10 If you have any questions or suggestions you can contact us at support@imaginellc.com.

(G) Support Service Level Agreement

2.11 While every effort is made to solve issues in a timely fashion, some issues require longer investigation, troubleshooting, and time to fix.

(i) Urgent - Fatal errors - that includes authentication errors, outage, agent down, etc. - 1 Business Day

(ii) High - Business critical functionality is impacted - 3 Business Days

(iii) Medium - Business critical functionality is degraded - 5 Business Days

(iv) Low - General questions, general non-business critical issues, new field mappings, logic changes - 7 Business Days

(Note: Response times indicate the time to engagement, and not resolution)

(H) Sync

2.12 The integration will be scheduled to run on a regular interval, such as every 5 minutes. If the integration takes longer to run than the interval schedule, these extended run times will cause sync delays. Sync runtime can be affected by factors in either environment, such as imports, mass updates, on-premise system performance, or large campaign activity. Imagine Business Development is unable to guarantee sync speeds.

(I) Warranties and Disclaimers

2.13 Mutual Warranties. Each Party represents and warrants that (i) it has the power and authority to enter into and fully perform this Agreement; and (ii) the performance by such Party of its obligations and duties hereunder will not violate any agreement to which such Party is bound.

2.14 Imagine Business Development Warranties. Imagine Business Development hereby warrants that: (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Services will perform materially in accordance with the Documentation under normal use and circumstances; and (iii) it will perform all Professional Services in a good and workmanlike manner. In the event Customer believes that Imagine Business Development is in violation of its limited performance warranty, Customer shall notify Imagine Business Development and Imagine Business Development shall use reasonable commercial efforts to correct any error or defect. This will be the sole and exclusive remedy of Customer for Imagine Business Development's breach of the foregoing limited performance warranty.

2.15 Adverse Material Effect. For the purposes of these Terms, Adverse Material Effect shall mean any event, condition or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the assets, liabilities, financial results of operations, financial conditions, business or prospects of either Party. Both Parties warrant to disclose to the other Party any Adverse Material Effect known to them prior to entering into this Agreement. Imagine Business Development hereby informs the Customer that, to the best of their Knowledge, (i) the conduct of the businesses of Imagine Business Development has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property of any other person; and (ii) to the Knowledge of Imagine Business Development, no Third-Party is infringing upon, violating or misappropriating any Imagine Business Development Intellectual Property. If the Adverse Material Effect on either Party is discovered during the term of this Agreement it shall give the right to the other Party to unilaterally terminate this Agreement with immediate effect and without any penalty.

2.20 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 2.13 AND 2.14, THE INTEGRATION SERVICES, THE DOCUMENTATION, AND THE PROFESSIONAL SERVICES, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, AND ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) IMAGINE BUSINESS DEVELOPMENT DOES NOT REPRESENT OR WARRANT THAT THE INTEGRATION SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (ii) IMAGINE BUSINESS DEVELOPMENT  DOES NOT REPRESENT OR WARRANT THAT THE INTEGRATION SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

3. Proprietary Rights

3.1 All Intellectual Property rights connected to the software or technology used with the Services are the sole property of the Imagine Business Development or is used under appropriate licenses or permissions. Nothing in this agreement shall be understood or intended for transfer of such Intellectual Property rights to you or any other Third-Party.

3.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Services provided by Imagine Business Development. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Services; distribute, transfer, sublicense, lease, lend or rent the Services to any third party; reverse engineer, decompile or disassemble the Services; or make the functionality of the Services available to multiple users through any means.

3.3 Customers may be required to provide or volunteer to provide certain Confidential Information to Imagine Business Development and Imagine Business Development may disclose certain Confidential Information to the Customers. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.

3.4 You agree to give Imagine Business Development, their employees, affiliates, and agents access and the right to use all data that is necessary for the provision of Services. Collection, storage and use of information obtained from Customers is governed by our Privacy Policy document (https://www.imaginellc.com/privacy)

4. Third Party Services

4.1 The Services may be made available or accessed in connection with Third-Party services and content, such as HubSpot and similar, that Imagine Business Development does not control. You acknowledge that different terms of service and privacy policies may apply to your use of such Third-Party services and content.

4.2 Imagine Business Development shall in no event be responsible or liable for any product or service provided by the Third-Party over which Imagine Business Development does not have any reasonable control.

5. Force Majeure

5.1 For the purpose of this Agreement Force Majeure Event shall mean any event arising that is beyond the reasonable control of the affected Party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

5.2 A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under this Agreement shall forthwith notify the other, and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

6. Termination

6.1 Either party may terminate this Agreement immediately at any time. Upon termination of this Agreement, Customer will not be able to use the Services.

7. Limitation of Liability 

7.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE IMAGINE BUSINESS DEVELOPMENT SERVICE IS TO STOP USING THE IMAGINE BUSINESS DEVELOPMENT SERVICES.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY, THEIR EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

7.3 Imagine Business Development, its employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Services, or any errors, in or omissions from such information. Imagine Business Development is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Services, nor caused by the delay, malfunction of the operation or the availability of the Services.

8. Changes

8.1 Imagine Business Development may make changes or replace our Terms of Service Agreement at any time. We will post such changes, replacements and updates on our website and inform you about the changes through the proper communication channels and such change, replacement and update to our Terms of Service Agreement will take effect immediately upon posting.

9. Governing Law

9.1 This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.  Venue for any action tried hereunder will be in Anne Arundel County, Maryland.

10. Final Provisions

10.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms. The section titles in the Terms are for convenience only and have no legal or contractual effect. Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.