Last Updated: 19.06.2019
The parties are:
with a registered office at 228 East 45th Street Suite 9E, New York 10017, United States of America, incorporated under the law of United States, Delaware File No. 7323854, Employer Identification Number (EIN) 83-4028108 (“Indicado LLC”),
The party submitting an application to become a user of Indicado web platform (the “Client”)
Indicado is a proprietary web platform for automatic consolidation of marketing and sales efforts data for reporting, attribution, analysis, optimisation and activation purposes. It is hosted on servers of Indicado LLC and made available to the Clients through the website: Indicado.com (the “Website”). To use Indicado an internet connection and a web browser with Java support is required. To purchase the use of Indicado services (the “Subscription”), the Client have to in particular choose relevant term, during which it wants to have access to these services (the “Subscription Period”).
- Indicado LLC grants to the Client a non-exclusive, non-assignable, and non-transferable right during the Term (as defined in section 12) to use Indicado in accordance with all of the terms and conditions set forth herein.
- Before issuing the first invoice by Indicado LLC, the Client is obliged to state its company name (including the company’s legal form), an address of the company, TAX/VAT ID, a first and last name of the person authorized to register an account on behalf of and for the Client, as well as contact data of the Client.
- Access to Indicado requires logging in using the Client’s email address and password. The Client’s email address shall be the one set up on the Client’s website domain name. Otherwise the person registering the Indicado account shall prove on request from Indicado LLC (especially by sending a written authorization) that she/he is entitled to act on behalf of and for the Client. Indicado LLC can demand such proof at any time.
- The Client is solely responsible for their use of Indicado. The Client shall not permit any third party to use or gain access to Indicado and shall use reasonable security measures to protect against unauthorized usage and/or access. The Client is solely responsible for use of Indicado by their employees or any unauthorized person.
- Indicado LLC shall not access the Clients’ accounts for purposes other than administrative or support.
- As a general rule, any Client can have only one account at the same time unless otherwise agreed by Indicado LLC. The owner of the account is the Client whose data is provided according to the point 2.2 of these Terms and Conditions and indicated on the invoices issued by Indicado LLC. The Client must not open a new Indicado account if there are any outstanding balance for Indicado use. If it does, however, it authorizes Indicado LLC to charge the amount due of a previous account from the Client’s credit card connected with the new account. Indicado LLC is obliged to start provision of the Indicado services only if all due amounts are paid by the Client.
- If the person acting on behalf of one Client, will open a new Indicado account on behalf of another Client, Indicado LLC can refuse to provide Indicado services for that another Client at its sole discretion. The second Client shall have no claims against Indicado LLC related to refusal to provide services.
- Any Client is obliged to use its business credit cards with regard to chosen payment method. If the Client choose the consumer card instead of business credit card, it undertakes to repay Indicado LLC all costs, expenses or lost benefits connected with payments made by a consumer card as well as it waives its right to claim damages, especially in the amount of commission paid in the higher amount that stated in the relevant law provisions. The Client also authorizes Indicado LLC to charge relevant amounts from its credit card.
3. The Client’s requirements
- The Client shall provide true, accurate and current information to Indicado LLC and shall maintain all account information, ensuring it is true, accurate and up-to-date. Otherwise the Client is fully liable (including financial liability) for any untrue, inaccurate or incorrectly provided information and data.
- The data indicated on the invoice issued to the Client shall be the same as the one provided by the Client according to point 2.2 of these Terms and Conditions. In case of any change of that data as well as any other data provided by the Client (including email address), the Client is obligated to provide Indicado LLC with accurate data as well as send Indicado LLC a documentation that proves such changes.
- When an individual, the Client represents and warrants: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. the Client is not a consumer).
- When a person signing to Indicado acts on behalf of their employer or an entity, this person represents and warrants he/she has a full legal authority to bind their employer or such other entity to these Terms and Conditions. In case of doubt, Indicado LLC is entitled to demand proofs confirming that the person is entitled to act on behalf of and for the Client.
- The Clients shall not access, or attempt to access, Indicado by any means other than through the Website or the interface provided by Indicado LLC.
- The Client shall not attempt to obstruct, disrupt or interfere with the operation of Indicado or other services provided by Indicado LLC. The Client shall not interfere or attempt to interfere the Website or the services in any way through any means or device including, but not limited to using automation software, bots, spamming, hacking, uploading computer viruses or time bombs, or any unauthorized third-party software modifying or interfering the website or the services or by any means prohibited by these Terms and Conditions or binding law. Indicado LLC reserves the right to determine what conduct it considers to be in violation of the Terms and Conditions. Indicado LLC reserves the right to control and verify compliance with these restrictions and limitations.
- The Client shall not attempt to gain an unauthorized access to accounts registered to other Clients, or any servers, systems or networks connected to Indicado or Indicado LLC’s websites.
- The Client shall not obtain or attempt to obtain: (A) any information from the Indicado, including without limitation: email addresses or phone numbers of other Clients or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol used by Indicado, Indicado LLC’s websites or servers, (C) use any software that is designed to provide a means of an unauthorized access to, or distort, delete, damage or disassemble Indicado or Indicado LLC’s websites or servers.
- The Client shall not use Indicado services, in a manner that is, or may potentially be illegal, offensive, obscene, immoral, publicly objectionable within the online community, or deteriorate quality, value and reputation of Indicado LLC or Indicado services. In particular, the Client may not use Indicado for: pornographic purposes (including but not limited to child pornography), advertising and promotion of prohibited products or substances, infringement of any rights, harassment, threats, phishing, money laundering, impersonating another person or entity, in order to commit any crime or offense, violating the rights of third parties as well as breaching any applicable law or good practices. Indicado LLC reserves the right to control and verify compliance with these restrictions and limitations. Without prejudice to the other provisions of the Terms and Conditions, the Client’s breach of aforementioned rules shall be treated as a material breach of the Terms and Conditions. Indicado LLC is entitled to immediately suspend the provision of services as well as block the Client’s account if it assumes that the Client or the person using the Indicado account breached the Terms and Condition. The Client accepts abovementioned and declares that in the aforementioned conditions, it shall have no claims over Indicado LLC with regard to suspension of or blocking the services, accounts.
- The Client shall ensure that all their materials are free from viruses, worms, Trojan horses, and other malicious code.
- The Client is solely responsible for the accuracy, quality and integrity of the Client’s Data, as described in point 5. of this Agreement, that the Client enters into the Indicado or provides for input into the Indicado services. The Client represents and warrants that it has collected and shall maintain and process all of the Data in compliance with all applicable privacy and data protection laws and regulations. The Client is solely responsible for determining the suitability of the services for the Client’s business and complying with any laws and regulations applicable to the Data and the Client’s use of the Indicado services.
- The Client shall notify Indicado LLC immediately if the Client believes an unauthorised third party may be using the Client’s account or if the Client’s account information is lost or stolen. The Client is responsible for all activities that occur under its account, including without limitation unauthorised access.
4. Intellectual Property
- The Client shall not rent, lease, sublicense, distribute, transfer, copy, or modify Indicado.
- The Client shall not adapt Indicado in any way or use it to create a derivative work.
- The Client shall not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code of Indicado.
- The Client shall not use Indicado in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias), (D) violates any applicable law, ordinance, rule, regulation or treaty.
5. The End users’ data
- If any Data is personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (the “Personal Data” and the “GDPR” respectively), and the processing thereof, shall be governed under the terms and conditions set forth in the Indicado LLC’s Data Processing Agreement (the “DPA”). A current version of the DPA executed by Indicado LLC is available on the Website. The DPA is an integral part of these Terms and Conditions. Unless otherwise explicitly agreed in writing by the parties, it is agreed and acknowledged that with respect to any personally-identifiable information and the Personal Data included in the Data processed in connection with Indicado services, the Client shall be considered as the “Controller” of the Personal Data and Indicado LLC shall be considered as the “Processor”, according to the terms defined under the GDPR and the DPA. The Client represents and warrants that Indicado LLC is permitted to use and transfer Data on behalf of the Client in order to provide Indicado services according to the terms defined under DPA. The Client may also use Indicado LLC’s tracking pixel to collect Data and entrust it to Indicado LLC.
6. Service Standards
- Indicado LLC reserves the right to modify Indicado without notice and without liability.
- Indicado LLC has no obligation to review the Client’s use of Indicado. Indicado LLC does not control, nor is to be held responsible for the Client’s use of Indicado or any of the content that the Client sends or receives through Indicado.
- In case of any non-conformity, the Client shall provide Indicado with prompt written notice as follows: (i) for any non-conformity of the services, within thirty (30) days from the Client’s discovery, or when it reasonably should have discovered, such non-conformity.
7. Proprietary Rights
- Software, technology, integrations, and other rights used to provide services as well as all algorithms, methods of computation and data processed by Indicado to integrate with Data Sources and Data Destinations or any other data of statistical nature necessary for proper functioning of Indicado or features thereof (the: “Processed Data”) and and all graphics, user interfaces and any documentation, any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder, are and shall remain the sole and exclusive property of Indicado LLC, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. Except for the limited rights expressly granted herein, the Terms and Conditions does not transfer from Indicado LLC any proprietary right or interest in the provided services. All rights not expressly granted to the Client herein are reserved to Indicado LLC.
- The Client shall own all right, title and interest in and to any copyrights, trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Client’s Data. Except for the limited rights expressly granted herein, the Terms and Conditions does not transfer from the Client any proprietary right or interest in the Client’s Data. All rights regarding the Client’s Data not expressly granted to Indicado LLC in this Agreement are reserved to the Client.
- Indicado LLC shall not be obligated to provide the Client with any support, but may elect to do so at its sole discretion. In the event, technical support shall be delivered in English based on the plan chosen by the Client, and refers to the working days Monday through Friday, from 9:00 to 17:00, Eastern European Time. Detailed information on technical support is posted on Indicado website: https://doc.Indicado.com/
- The Client agrees that the platform, Indicado, and the Processed Data are Indicado LLC’s confidential and/or trade secret information (collectively, the “Confidential Information”). The Client shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. The Client agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Indicado LLC’s rights therein. The Client shall use its best efforts to assist Indicado LLC in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, the Client shall advise Indicado LLC immediately in the event the Client learns or has reason to believe that any person to whom the Client has given access to the Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other proprietary rights of Indicado LLC, and the Client shall, at the Client’s expense, cooperate with Indicado LLC in seeking injunctive or other equitable relief in the name of the Client or Indicado LLC against any such person. The Client agrees to maintain the confidentiality of Indicado LLC’s Confidential Information using at least as great a degree of care as the Client uses to maintain the confidentiality of the Client’s own most confidential information (and in no event less than a reasonable degree of care). The Client acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation Indicado or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, shall immediately give rise to continuing irreparable injury to Indicado LLC inadequately compensable in damages at law, and Indicado LLC is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Indicado LLC may immediately terminate the Client’s account and all license rights granted herein, in the event the Client breaches any of its confidentiality obligations.
- If the Client is compelled by law or legal process to disclose Confidential Information of Indicado LLC, it shall provide Indicado LLC with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at its own expense, if Indicado LLC wishes to contest the disclosure.
- The Client shall indemnify, defend, and hold harmless Indicado LLC from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by Indicado LLC, known or unknown, contingent or otherwise, directly or indirectly arising from the Client’s breach of any term or provision of these Terms and Conditions or any way related to the Client’s use of Indicado, including but not limited to any claim that the Client’s website is owned by someone other than the Client. Moreover the Client is solely liable for processing of Personal Data, including its collecting on the basis of applicable laws, especially GDPR as well as for claims regarding fulfilling subject datas’ rights. Indicado LLC shall notify the Client of any of aforementioned claims and shall cooperate with the Client, at the Client’s expense, in defending or settling such claim. The Client must not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Indicado LLC rights without Indicado LLC’s prior written consent. Indicado LLC may join in defense with counsel of its choice at its own expense. If the Client does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, Indicado LLC may defend against such claim in such manner as it may deem appropriate at the Client’s expense, including, without limitation, settling such claim, after giving notice of the same to the Client.
11. Disclaimer of Warranty
- Indicado LLC AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, USERS AND AGENTS (COLLECTIVELY THE “INDICADO PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING THE CLIENTS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE INDICADO PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF INDICADO OR PERFORMANCE OF THE CLIENT’S WEBSITES REMAINS WITH THE CLIENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDICADO PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF INDICADO, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH THE PLATFORM, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF INDICADO. THE PLATFORM IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY THE CLIENT SHALL BE AT THEIR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDICADO PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE INDICADO, EVEN IF INDICADO LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF THE INDICADO PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED COMPENSATION IN THE AMOUNT OF FIFTY DOLLARS ($50.00), UNLESS OTHERWISE AGREED BY INDICADO LLC. ANY AMOUNTS INCLUDING THE COMPENSATION CANNOT BE DEDUCTED FROM THE INVOICE ISSUED BY INDICADO LLC, ALSO IN THE WAY THAT IT COULD LEAD TO THE ISSUANCE OF A CORRECTIVE INVOICE. IN CASE THE INDICADO SERVICES ARE NOT BEING PROVIDED FOR MORE THAN 7 DAYS, THE CLIENT MAY REQUEST THE COMPENSATION ONLY IF ALL ISSUED INVOICES ARE SETTLED.
- This Terms and Conditions are effective as long as the Client is registered as a Indicado user. The services are provided by Indicado LLC to Client on a month-to-month basis.
- The Subscription (an access to the Indicado services) shall continue unless and until Indicado LLC terminates it or the Client cancels it in the Indicado panel/Settings/Billing & Subscription tab or by contacting Indicado LLC’s Customer Support Team. Regardless of the circumstances, such termination shall not give rise to Indicado LLC’s liability.
- In the event of any termination the Client shall not be entitled to any refunds of any fees. Any outstanding balance for Indicado use rendered through the date of termination, and other unpaid obligations during the remainder of the billing period shall be immediately due and payable in full. All data, files or other information stored in the Client’s account shall be no longer available to Client except as provided in the DPA.
- The termination of this Agreement shall automatically, and without further action by Indicado LLC, terminate and extinguish the Client’s right to use Indicado.
- Indicado LLC may suspend or terminate the Client’s access to Indicado at any time, without advance notice, for any reason that Indicado LLC finds valid in its sole discretion, including but not limited to where Indicado LLC believes that:
- the Client is in any way in breach of the Terms and Conditions or the Data Processing Agreement;
- the Client, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations;
- the Client is late with any payment for the usage of Indicado for the period of 7 days from the date of payment.
- Indicado LLC is entitled to modify the Terms and Conditions or billing plans. Indicado LLC will post notice of modifications hereto at the Website. Changes will not apply retroactively and will become effective immediately after they are posted. Modifications to billing plans come into force at the beginning of the next billing period.
- All amendments or modifications shall be binding if the Client continues to use Indicado after modifications to these Terms and Conditions came into force.
- The Client must provide Indicado LLC with a current, valid, accepted method of payment (the “Payment Method”) and billing details to use Indicado services, subject to provision of point 3.2.
- Upon the registration and at the beginning of each Subscription Period the Client’s Payment Method shall be charged with the subscription fee according to the ‘Pricing section’ or as individually agreed with the Client (the: “Subscription Fee”). First monthly billing period for the Subscription Period (the “Billing Cycle”) starts when the invoice is issued and lasts for the entire period purchased. The Client gains access to their account when the full amount of the Subscription Fee is credited to the Indicado LLC’s account. If in a given month there is no day corresponding to the day when the Billing Cycle began, the Billing Cycle shall end on the previous day or on the following days according to Indicado LLC’s sole discretion. The next Billing Cycle starts accordingly, however the Billing Cycle starting date may change due to changes in Subscription such as an upgrade.
- Monthly Subscription Fee is based on the Client’s reported Media Cost (cost recorded from active campaigns ran in the last 30 days), coming from integrated digital sources of third-parties from which the Client’s data is imported to be used within services (the: “Data Sources”). The Client’s data means any data that the Client imports to Indicado from the Data Source or that is generated from such data as a result of the Client’s use of Indicado services. Depending on the level, the Subscription Fee falls in a certain category indicated directly in the ‘Pricing section’. Any charges and payments due to the owner of the Data Source or related to the use of the Data Source by the Client, shall be borne by the Client.
- Upon Client’s request, and subject to the consent of Indicado LLC, additional Data Sources may be added during the Term on the conditions agreed by both parties.
- Alternatively, a Monthly Subscription Fee can depend on one of the following: the functionalities chosen by the Client to use within services, number of Data Sources, number of processed conversions, or number of users’ profiles created or other parameter (“Custom pricing”). Such Custom pricing is negotiated with each Client individually. Negotiated on a case by case basis.
- Details of performing services by Indicado may be provided in the applicable purchase order (the “Order”) if a relevant plan indicated in the ‘Pricing section’ is not chosen. The Client shall confirm the content of such Order and agreed pricing before using Indicado services.
- The total amount of the Subscription Fee varies depending on the Client’s chosen plan and cost of any additional features, services or modifications of the Client’s account that were not included in the pricing plan (for more information, go to the ‘Pricing section’).
- To ensure an uninterrupted service, the monthly Subscription is renewed automatically and the Subscription Fee will be charged on a monthly basis according to the Payment Method chosen by the Client upon the registration and at the beginning of each Billing Cycle. In the event that the Billing Cycle begins on a day not included in a given month, Indicado LLC reserves the right to bill according to the chosen Payment Method and point 15.2 of these Terms and Conditions.
- Annual (1 year) Subscription Period consists of 12 consecutive monthly Billing Cycles and is calculated as a price of the Subscription Fee for selected monthly plan and multiplied by 12. The Subscription Fee for annual and longer Subscription Periods is payable in advance for the entire Subscription Period. On individual basis Indicado LLC reserves the right to sign an additional agreement (the “Insertion Orders”), in particular with Clients who choose Subscription Period longer than 12 months and on other plan higher than Entry. Indicado LLC reserves also the right to apply discounts on any Clients’ Subscriptions or Subscription Fees.
- Each Subscription consisting of annual or longer Subscription Period shall automatically renew for successive term corresponding to the duration of the Subscription Period (e.g. the Subscription with annual Subscription Period is automatically renewed for another one year term). To prevent the automatic renewal, the Client is required to provide written notice of its intent to not renew the Subscription, no less than sixty (60) days prior to the end of the current Subscription Period. The Subscription Fee for any annual or longer Subscription Period, is non-refundable if the Client terminates this Agreement later. The Subscription Fee paid already in advance for current Subscription Period is non-refundable as well if the Client terminates the Subscription earlier.
- The chosen plan can be upgraded and the next Subscription Period begins on the moment of upgrade. The chosen plan can be downgraded at the end of the Subscription Period and it is not subject to refund.
- The Client has to cancel the Subscription before it renews in order to avoid billing for the next Billing Cycle.
- If the payment cannot be charged to the Client’s credit card, Indicado LLC may suspend or terminate the Client’s account and the Client shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Indicado LLC in collecting due amounts plus interest at the highest rate permissible under Polish law.
- All payments are in United States Dollars. The Client’s account shall be debited with corresponding fees in accordance with current rates.
- Indicado LLC reserves the right to change its payment policies any time in its sole discretion.
- As a rule, Indicado LLC does not guarantee any refunds. In no case while using Indicado services, Client is entitled to a refund of any expenses, costs or other amounts incurred by the Client due to the use of services provided by Indicado LLC, especially to refund of the Subscription Fee if the Client terminates the Subscription earlier than on the end of the Subscription Period.
- The following order of precedence shall be applied in the event of conflict or inconsistency between the Order or the Insertion Order and these General Terms: (i) the Order or the Insertion Order; (ii) schedules included with or referenced to in the Order, the Insertion Order or Terms and Conditions; (iii) and these Terms and Conditions.
- The Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Indicado LLC. The Client shall reimburse Indicado LLC for the amount of any such taxes or duties paid or accrued directly by Indicado LLC as a result of this transaction.
- All agreements between Indicado LLC and the Client shall be governed by, and construed in accordance with, the laws of United States of America except for its conflict of law provisions, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.
- Any litigation based hereon, or arising out of, under, or in connection with these Terms and Conditions (and all agreements between Indicado LLC and the Client), shall be brought and maintained exclusively in the court competent for Indicado LLC’s business seat. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the abovementioned courts for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.
- Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and Conditions and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.
- These Terms and Conditions are made solely for the benefit of Client and Indicado LLC and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms and Conditions.
- The Client may not assign any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of Indicado LLC. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms and Conditions.
- Except as otherwise expressly provided in these Terms and Conditions, these Terms and Conditions shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of Indicado LLC or the Client.
- The relationship of the Client and Indicado LLC established by these Terms and Conditions is that of independent contractors, and neither party is the employee, agent, partner or joint venturer of the other party.
- Neither party shall be deemed in default of this Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.
- No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Indicado LLC in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
- Except as may be set forth in an written agreement signed between Indicado LLC and the Client, these Terms and Conditions constitute the final, complete, and exclusive statement of the terms of the use of the Indicado between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
- If any provision of these Terms and Conditions is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of such provision.
- If Indicado LLC prevails in any action, suit, or proceeding arising from or based upon these Terms and Conditions, Indicado LLC shall be entitled to recover from the Client Indicado LLC’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
- The headings in these Terms and Conditions are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms and Conditions nor affect any of the rights or obligations of the parties.
- Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic transmission; (iii) when delivered by certified mail or postage prepaid to the address of the respective party as indicated herein. Copies of all notices shall be sent to Indicado LLC 228 East 45th Street Suite 9E, New York 10017, United States of America, Attn: Indicado Legal Department.
- Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms and Conditions. These Terms and Conditions shall not be construed against either party by reason of its drafting.
- Any complaints that arise from this Terms and Conditions or use of the Indicado.com can be directed to support@Indicado.com. All complaints will be handled within a reasonable timeframe, not exceeding 30 days.