These terms are an agreement between ITNEO, Inc., a Texas Corporation, Thomas Crum d/b/a ITNEO, Thomas Crum, or any one of their affiliates (hereinafter "ITNEO") and you. Please read them. These terms apply to all ITNEO products and services (defined as broadly as possible), including, but not limited to design, development, professional services, consulting, goods, products, services, updates, supplements, Internet-based services, and support services (hereinafter "SOFTWARE"), unless other terms accompany those service specific items. If so, those service specific terms will also apply. If these terms conflict with the additional terms of any service specific item, the additional terms included with that service specific item will govern.
ABOUT THESE TERMS. By law, you have certain rights that can’t be limited by a contract like these terms of service. These terms are in no way intended to restrict those rights.
These terms describe the relationship between you and ITNEO. They don’t create any legal rights for other people or organizations, even if others benefit from that relationship under these terms.
If it turns out that a particular term is not valid or enforceable, this will not affect any other terms.
If you don’t follow these terms or the service-specific additional terms, and we don’t take action right away, that doesn’t mean we’re giving up any rights that we may have, such as taking action in the future.
We reserve the right in our sole discretion to deny or restrict your use of the Software, or immediately to suspend or terminate your Software, if the use of the Software by you or others, in our sole discretion violates our terms or any other policies, is objectionable or unlawful, or interferes with the functioning or use of the Internet, our platform or security, or to prevent abuse or harm.
We may update these terms and service-specific additional terms to reflect changes in our services or how we do business, for legal, regulatory, or security reasons, or to prevent abuse or harm.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. YOU ACKNOWLEDGE THAT YOUR COST FOR THE SOFTWARE IS BASED IN PART ON THESE TERMS AND LIMITATIONS.
ENTIRE AGREEMENT. This agreement (including the warranty below), any addendum or amendment included with the Software, Service Specific Terms, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software.
LICENSE. SOFTWARE is licensed by ITNEO under the NON-EXCLUSIVE LICENSE AGREEMENT located here. Custom licensing may be available to meet your specific needs. Contact your ITNEO representative for details.
APPLICABLE LAW. Texas law will govern all disputes arising out of or relating to this Agreement, these terms, service-specific additional terms, or any related services, regardless of conflict of laws rules.
ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any dispute with respect to this Agreement shall be submitted for final and binding arbitration in Arlington, Texas before the American Arbitration Association, rather than in court.
The arbitration shall be decided by one arbitrator and the place of arbitration shall be in Arlington, Texas. A judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitration will be governed by the substantive and procedural laws of the state of Texas. The controversies and claims subject to arbitration shall include, but not be limited to, any controversy or claim by and between ITNEO and you.
Each party may conduct discovery prior to any arbitration hearing in accordance with the Texas Rules of Civil Procedure and Evidence. Additionally, there shall be no evidence by affidavit allowed, and each party shall disclose a list of all documentary evidence to be used by the party and a list of all witnesses and experts to be called by the party at least twenty days prior to the arbitration hearing.
Each party shall submit to the arbitrator and exchange with each other in advance of the hearing their last, best offers. The arbitrator shall be limited to awarding only one or the other of the two offers submitted. The prevailing party shall also be entitled to an award of reasonable attorney fees that are directly related to the Arbitration hearing. This shall not limit the parties rights under any terms in this Agreement, including, but not limited to, the terms of INDEMNIFICATION, below.
LIMITATION ON AND EXCLUSION OF DAMAGES. YOU CAN RECOVER FROM
ITNEO ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE
PARTICULAR SOFTWARE.YOU CANNOT RECOVER ANY OTHER DAMAGES,
INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR
INCIDENTAL DAMAGES. PARTICULAR SOFTWARE IS LIMITED.
Another example would be if ITNEO provided you with a newly installed breaker box, and it was later determined that a faulty fuse in the breaker box caused you direct damages, you can only recover the amount up to and including the cost of the particular faulty part, which in this case was a faulty fuse, and not the newly installed breaker box as a whole, EVEN IF YOU PAID FOR THE NEWLY INSTALLED BREAKER BOX AS A COMPLETE PACKAGE.
Another example would be if ITNEO provided you with a discounted 3-year term services contract and during the contracted term ITNEO for whatever reason was unable to perform for a period of 14 days and caused you direct damages, you can only recover the discounted pro rata amount up to and including the cost of the particular period that ITNEO failed to perform, which in this case was 14 days, and not the entire term as a whole, EVEN IF YOU PAID FOR THE SERICE CONTRACT AS A COMPLETE PACKAGE.
This limitation applies to anything related to the software, including source code, or third party programs; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if repair, replacement or a refund for the software does not fully compensate you for any losses; or ITNEO knew or should have known about the possibility of the damages.
TERM OF LIMITED WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. THE LIMITED WARRANTY COVERS THE SOFTWARE FOR ONE YEAR AFTER INITIAL DELIVERY TO YOU. IF YOU RECEIVE SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE DURING THAT YEAR, THEY WILL BE COVERED FOR THE REMAINDER OF THE WARRANTY OR 30 DAYS, WHICHEVER IS LONGER. THIS LIMITED WARRANTY IS NOT TRANSFERABLE.
TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY.
EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), any compliance with your designs or specifications, even if ITNEO provided the designs or specifications, the acts of others, or events beyond ITNEO's reasonable control.
REMEDY FOR BREACH OF WARRANTY. ITNEO WILL REPAIR OR REPLACE THE SOFTWARE AT NO CHARGE. IF ITNEO CANNOT REPAIR OR REPLACE IT, ITNEO WILL REFUND THE AMOUNT PAID FOR THE PARTICULAR SOFTWARE. IT WILL ALSO REPAIR OR REPLACE SUPPLEMENTS, UPDATES AND REPLACEMENT SOFTWARE AT NO CHARGE. IF ITNEO CANNOT REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY. YOU MUST UNINSTALL AND STOP USING THE SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS TO ITNEO WITH PROOF OF PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE LIMITED WARRANTY.
NO OTHER WARRANTIES. THE LIMITED WARRANTY IS THE ONLY DIRECT WARRANTY FROM ITNEO. ITNEO GIVES NO OTHER EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. ITNEO EXCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
INDEMNIFICATION. OTHER THAN THE REMEDIES DESCRIBED ABOVE, ITNEO SHALL IN NO WAY, SHAPE, OR FORM BE HELD LIABLE FOR ANY REASONS DUE TO YOUR USE OF THE SOFTWARE AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ITNEO AGAINST ANY LEGAL ACTION (DEFINED AS BROADLY AS POSSIBLE) INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, COURT FEES AND COSTS, ACTUAL DAMAGES, EXEMPLARY, SPECIAL, CONSEQUENTIAL, AND ANY OTHER DAMAGES WHETHER REALIZED OR UNREALIZED (INCLUDING FOR ITNEO'S DEFENSE) THAT MAY RESULT BETWEEN THE PARTIES OR FROM YOUR USE OF THE SOFTWARE.
COOPERATION WITH INVESTIGATIONS. You agree to cooperate with us in the review or investigation of any matter relating to a legal, regulatory, or security concern, or to prevent abuse or harm by providing, upon request and without further cost, any information reasonably in your possession or knowledge. In the event you fail to comply with our request you agree to be liable for any loss arising from your failure. Further, your failure to comply will result in the loss of all Software.
PAYMENTS. All payments are due and payable on or before their due dates. Late payments may result in the immediate loss of all Software. In its sole discretion, ITNEO reserves the right to demand payment in full on the balance of any Contract as a result of your failure to pay timely. Should ITNEO elect this right, any and all payments by you will be credited toward the Contract balance and only after the balance is paid in full will Software be restored. Restoration of Software may take up to 24 to 48 hours.