Effective: March 16, 2021
The website (https://www.instage.io) (“Website”) is operated by 2618991 Ontario Inc. operating as Instage (“we”, “us”, “our” or “Instage”).
By using the Instage Services You indicate that You accept this Agreement and you agree to be bound by it. If You do not agree to the Agreement, please do not use the Instage Services. “You” or “Your” is defined as an individual user of the Instage Services. Where applicable, “You” or “Your” is also defined as an individual using the Instage Services through a subscription provided by a corporate entity or educational institution (such as such as a school, university or college) where the user is employed or contracted by the corporate entity or in the case of an educational institution the user is a student who is enrolled or an instructor of such educational institution if such use is accessing and using the Instage Services on behalf of or through such entity.
Users using the Instage Services through a subscription held by a corporate entity or educational institution school agree that they do so with the appropriate permissions and authority from the applicable corporate entity or educational institution.
1.1 Institutional Users. Users using the Instage Services through a subscription held by a corporate entity or educational institution agree that they do so with the appropriate permissions and authority from the applicable corporate entity or educational institution.
1.2 Competitors. You may not access or use the Instage Services if You are our direct competitor, except with our prior written consent. In addition, You may not access the Website for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.3 Minors. You represent that You are at least sixteen (16) years of age and You have the legal authority to enter into this Agreement. If You are at least thirteen (13) years of age and less than sixteen (16) years of age, and are not enrolled at a post-secondary education institution, then Your parent or legal guardian must read and accept this Agreement, consent to Your use of the Instage Services, and agree to You providing any personal information in connection with the Instage Services on Your behalf. This Service is not meant for users under the age of thirteen (13).
We reserve the right to make changes to the Instage Services, at any time, with or without providing notice to you. In the event that you do not agree with any changes to the Instage Services or only remedy shall be to cease using the Instage Service.
2.1. Registered Users. In order to gain access to and use any features of the Instage Services through the Website, You are required to register for an account that is accessed by a username and password (“Account”). In registering for Your Account, You agree (i) that the information You provide to us in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that Instage reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use Your Account to any third party without the prior written consent of us and (iv) not to permit any third party to use Your user name and password to access your Account or the Instage Services. You further agree that you are responsible for the conduct of any party that uses Your Account, whether or not authorized by You, and for any breach of the security of the Instage Services related to the use of your user name and/or password. You agree that You shall not have more than one Account at any given time. You agree not to create an Account or use the Instage Services if You have been previously removed by Instage, or if You have been previously banned from any of the Instage Services.
2.2. Grant of Rights. Upon registration and subject to the payment of any applicable fees, Instage grants You the limited, revocable, non-transferable, non-exclusive right to access and use the Instage Services (including any downloaded applications that permit interaction with the Instage Services and any content to which you subscribe as further described in Section 3 below) for the term provided on the Order Form or Web Enrollment and subject to any additional terms contained therein.
2.3. Web Enrollment and Order Forms. The right to access to use the Instage Services may be done through a subscription for service on the Website (“Web Enrollment”) or by an agreement or order form with an corporate entity or educational institution (“Order Form”) that incorporates by reference this Agreement.
3.1. Term of Purchased User Subscriptions. In consideration of the right to access and use the Instage Services, You agree to pay the applicable fees specified in an Order Form or Web Enrollment (the “<b>Fees</b>”). User subscriptions purchased by You, or for others, commence on the start date specified in the applicable Order Form or Web Enrollment and continue for the subscription term specified therein. Fees are billed in advance and are non-refundable except as set out herein. A valid credit card is required for paying the Fees. You will be billed as provided in an Order Form or Web Enrollment for the applicable Fee. All Fees are exclusive of all sales, excise or use taxes, or any levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties. Fees are subject to change upon 30 days' notice from us. Such notice may be provided at any time by posting the changes to the Website, the Instage Service or by e-mail.
3.2. User Subscriptions for Administrative Users. Unless otherwise specified in the applicable Order Form or Web Enrollment, (i) the right to access and use the Instage Services is purchased as user subscriptions and may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users only and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the Instage Services.
3.3. Refunds. INSTAGE Services are non-refundable.
4.1. No Other Interest. As between Instage and You, You retain ownership of any content that You upload, post, transmit or display on or through the Instage Services including any intellectual property rights which subsist in that content (“User Content”). You agree that You are responsible for protecting and enforcing those rights and that we have no obligation to do so on Your behalf.
4.2. User Content License. By uploading, posting or displaying User Content, including in our student engagement services, you grant us, companies we use to provide in-app tools, and affiliates a non-exclusive, perpetual, royalty-free right to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing services to You. In addition, we shall be permitted to use anonymized User Content both during and after the term of this Agreement to optimize our service and for any other lawful purpose. In no event will such data include any personally identifiable information.
4.3. Your Representation and Warranty. By uploading, posting or displaying User Content, You represent and warrant that You have all the necessary rights and consents to grant the licenses set out in section 4.2 and to upload User Content to our Instage Services. In particular, You must have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults.
4.4. User Content Requirements. You may not post any User Content that contains any material which is the confidential information of any third party or which is defamatory, obscene, or otherwise unlawful.
4.5. Removal of User Content. We have the right (but have no obligation) at our sole discretion to review and remove any User Content that we feel in our judgment does not comply with this Agreement or violates any third party copyrights or trademarks. We are not responsible for any delay or failure in removing such User Content. If You post User Content that we choose to remove, You hereby consent to such removal, and consent to waive any claim against us. We do not monitor all content uploaded, posted or published on our System. If You believe that any content uploaded, posted or published on our System is defamatory and/or breaches the Agreement or infringes your intellectual property rights please contact us at email@example.com. We may require You to provide additional information to help us assess your concern and correctly identify information to be removed.
4.6. User Content Indemnity. You agree to indemnify and hold Instage, and its affiliates, officers, agents, companies we use to provide in-app tools, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit through Instage Services, your use of the Instage Services or your breach of the Agreement.
5.1. Our Intellectual Property. We are the owner or a licensee of all intellectual property rights in the technology used to provide the Instage Services and our licensors and their licensors are owners of all Licensed Content on Instage Services. All rights are reserved. Nothing in these Terms of Service gives You a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.
5.2. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Instage Services any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Instage Services more generally.
6.1. Suspension or Termination. You acknowledge and agree that we may, at our sole discretion, suspend or terminate Your access to all or part of the Instage Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service or the Acceptable Use Policy. Upon suspension or termination, Your right to use the Instage Services will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Account information or User Content. Instage shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Instage Service.
6.2. Effect of Termination. In the event of any termination or expiration:
7.1. Availability. While we endeavor to ensure that the Instage Services are normally available 24 hours a day, we will not be liable if for any reason the Instage Services (or any part of it) is unavailable at any time or for any period.
7.2. Suspension. Access to the Instage Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
9.1. Data Storage. Any data or content You make available through the Instage Services is subject to any data storage limit we notify You of from time to time. We reserve the right to charge for data storage which exceeds our data storage limit.
9.2. Restrictions. You agree that will not directly or indirectly: (i) modify or create any derivative work of the Instage Services, documentation or service; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the Instage Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the Instage Services or attempt to discover or recreate the source code to the systems used to provide the Instage Services including our Website; (iv) bypass or attempt to bypass any measures We may use to prevent or restrict access to the Instage Services or to interfere or attempt to interfere with the proper functioning of the Instage Services; or (v) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Instage Services.
10.1. Linking to our Website. You may link to our Website's home page, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
10.2. No Framing. You may not frame our Website on any other website, nor create a link to any part of our Website other than the home page. Any website from which You are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.
11.1. Linking from Our Site. Where our Website contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers and accept no responsibility for them or for any loss or damage that may arise from Your use of them. By using the Website You expressly agree that we will have no liability in respect of Your use of such third party links.
12.1. Reliance on Information. We offer no guarantee that any information that is posted on our Website or Instage Services is complete, accurate or up to date including any Licensed Content which is provided by third party authors with no review or contribution by Instage We therefore disclaim all liability and responsibility for the content or accuracy of any content on our Website or the Instage Services.
13.1 ACCESS TO AND ACCURACY OF THE SERVICES. YOUR USE OF THE WEBSITE AND ACCESS TO THE INSTAGE SERVICES IS AT YOUR OWN RISK. NEITHER INSTAGE, NOR ITS LICENSORS (WHICH INCLUDES AUTHORS AND PUBLISHERS) AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE USE OF THE INSTAGE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE INSTAGE SERVICES AND LICENSED CONTENT OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE INSTAGE SERVICES, INCLUDING ANY ADVICE OR INFORMATION PROVIDED BY OTHER USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INSTAGE OR THROUGH OR FROM USE OF THE INSTAGE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
13.2 DISCLAIMERS. THE INSTAGE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL INSTAGE, ITS LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF INSTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE WEBSITE, LICENSED CONTENT OR THE INSTAGE SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO INSTAGE'S RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS INSTAGE'S AND ITS LICENSORS' LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL INSTAGE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES PAID BY YOU FOR THE RIGHT TO ACCESS AND USE THE INSTAGE SERVICES AND LICENSED CONTENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION.
13.3 INACCURATE, OFFENSIVE, INDECENT OR OBJECTIONABLE CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO LICENSED CONTENT THAT YOU CONSIDER INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US WITH RESPECT THERETO.
This Section 13 will apply to the maximum extent permitted under applicable law.
INSTAGE has the right to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Instage Service. Without limiting the foregoing, Instage reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
YOU WAIVE AND HOLD HARMLESS INSTAGE AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY INSTAGE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER INSTAGE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
All notices given by you to us must be given to Instage at firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us on your Order Form or Web Enrollment. Notice will be deemed received and properly served immediately when posted on the Instage Services, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
You may not transfer, assign, or charge any of your rights or obligations arising under the Agreement, without our prior written consent.
If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under the Agreement.
No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing and notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected.
This Agreement is to be construed under the laws of the Province of Ontario, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. In the event of a dispute arising out of or in connection with the terms of this Agreement between you and us, then you agree to attempt to settle the dispute by engaging in good faith negotiations with us in a process of mediation before commencing arbitration or litigation. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE INSTAGE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.