The “Service” means (a) the Application, (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”) and all modifications thereto.
iGMS reserves the right to alter the Service at any time. Certain features of the Service may not be available in all countries. We reserve the right to limit or make available the Service or parts of the Service depending on location.
iGMS occasionally develops and offers limited beta releases for new features. To participate in a beta release, you must explicitly agree to the additional terms and conditions for such beta release that are presented to you. This TOS does not necessarily cover a beta release.
The Service is provided “as-is”. That means the Service may include bugs that impact your ability to use the Service and/or may impact your business. iGMS is not liable for your use of the Service.
The free trial offer entitles new, registered users to a fourteen (14) day free trial of the Services. You represent and warrant to iGMS that any payment information you provide is true and that you are authorized to use the payment instrument for this Service. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay iGMS the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize iGMS to bill your payment instrument in advance of receipt of any Service or after your use of the Service on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let iGMS know in writing within sixty (60) days after the date that iGMS invoices you. We reserve the right to change iGMS’s prices. If iGMS does change the pricing plans, iGMS will provide notice of the change on the Application or in email to you, at iGMS’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Your failure to provide payment in accordance with your payment plan on a timely basis shall afford iGMS the right to terminate your access to the Service. All fees are non-refundable and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees iGMS incurs collecting late amounts. Additional information on our payment plans is available at https://www.airgms.com/pricing/ or https://www.igms.com/pricing/, on the Site, or in the order form confirming your purchase. To the extent your use of the Service exceeds the usage limits provided for in your payment plan, you were not invoiced for services rendered, or you missed any payments due on your account, iGMS reserves the right to recover such fees and charge you standard and overage fees for any such regular and excessive use.
Monthly Plan: A valid credit card is required for you to continue using the Services on a month-to-month basis after the fourteen (14) day free trial period ends and if you have more than four (4) active properties at any time during the billing month. The Services are billed on a monthly basis at the end of the billing month and are non-refundable. There will be no refunds or credits for partial months, for account upgrades or downgrades, or for months unused with an open account. If you decide to terminate your Monthly Plan, we will issue the final bill that will contain the regular billing amount. You are liable to pay the final bill.
Annual Plan: A valid credit card is required for you to continue using the Services on an annual plan after the fourteen (14) day free trial period ends and if you have more than four (4) active properties at any time during the billing month. The Services are billed on a monthly basis at the end of the billing month and are non-refundable. There will be no refunds or credits for partial months, for account upgrades or downgrades, or for months unused with an open account. If you decide to terminate your Annual Plan, we will issue the final bill that will contain any discounts applied during the period from the start of the Annual Plan until the termination date in addition to the regular billing amount. You are liable to pay the final bill.
Prepaid Annual Plan: Payment in advance is required to continue using the Services on a prepaid annual basis after the fourteen (14) day trial period ends. The Services are billed in advance on a yearly basis. If you decide to terminate your Annual Plan, we will refund you a prorated amount for the period from the date of your termination to the end of your current Annual Plan minus any discounts applied during the service period. All other refund requests must be made in writing and we reserve the right to deny such request for any reason.
We reserve the right to change service fees upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to iGMS or by email.
You represent and warrant to iGMS that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow iGMS to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and iGMS’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you will comply with all applicable local, state, federal and international laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and laws governing recording phone calls; and (v) you are eighteen (18) years of age or older. Without limiting the foregoing, you represent and warrant that you shall seek the appropriate consent for any unsolicited marketing calls, agree not to sell your data, and only use any features available on the Service in locations where such features are permissible.
You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. iGMS reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if iGMS believes that you have violated this TOS. iGMS shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. iGMS will use good faith efforts to contact you to warn you prior to suspension or termination of your account by iGMS. All of Your Content on the Service (if any) may be permanently deleted by iGMS upon any termination of your account in its sole discretion. If iGMS terminates your account without cause and you have signed up for a fee-bearing service, iGMS will refund the prorated, unearned portion of any amount that you have prepaid to iGMS for such Service. However, all accrued rights to payment and the terms of Section 4-17 shall survive termination of this TOS.
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND iGMS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT iGMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM iGMS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
You shall defend, indemnify, and hold harmless iGMS from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service, including without limitation any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service, violation of any applicable laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and state and federal laws around recording phone calls, and any third-party litigation arising out of your use of the Service. iGMS shall provide notice to you of any such claim, suit or demand. iGMS reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting iGMS’s defense of such matter.
iGMS may change this TOS from time to time with at least 30 days’ prior notice. You can review the most current version of this TOS at any time at https://www.airgms.com/terms/ or https://www.igms.com/terms/. “Prior notice” means the revised terms and conditions will be posted on the Service. If you use the Service within 30 days after the notice had been posted, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
You may not assign this TOS without the prior written consent of iGMS, but iGMS may assign or transfer this TOS, in whole or in part, without restriction.
The parties agree that any dispute with respect to any matter covered under this TOS, including any disputed claim for indemnification, will be submitted to mandatory, final and binding arbitration before with the San Francisco, California branch of JAMS (“JAMS”), governed by JAMS’ Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the “JAMS Rules”) and heard before one arbitrator. You and iGMS shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs associated with any arbitration pursuant to this Section 13.
Definition. By virtue of your use of the Service, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this TOS, means any written, machine-reproducible and/or visual materials, whether labeled as proprietary, confidential, or with words of similar meaning or not, and all information that is orally or visually disclosed, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. iGMS Confidential Information includes, without limitation, the Usage Data, including the content therein, including any Software whether in source or executable code, documentation, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Service.
Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
Use and Nondisclosure. During the term and for a period of five (5) years after expiration or termination of your use of the Service, you shall not make the iGMS’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising your rights and performing your obligations under this TOS. You shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this TOS, but in no event will you use less effort to protect the Confidential Information of the other party than you use to protect your own Confidential Information of like importance. You will ensure that any agents or subcontractors that are permitted to access any of iGMS’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.
The Service is conducted electronically and you agree that iGMS may communicate electronically with you for any matters relating to the Service, including but not limited to information and notifications regarding product updates, payments, and ways to more efficiently use the Service, and legal notices of any kind, including cancellation and termination, unless prohibited by law. Any notices to be provided to you under this TOS shall be sent by electronic mail to the last email address that we have on file for you, and you hereby consent to receiving any such notice by electronic mail. Notice shall be deemed to have been given by iGMS on the date we sent the relevant electronic communication with applicable receipt of delivery.