Legal Stuff, for our customers.
The IBT Online Customer Terms of Service help to serve, and protect our customers. We asked our customers “What are your legal concerns for the Online Global programs?”, the feedback prioritized “ownership”, and “confidentiality”. We aim to keep our Customer Terms of Service as readable, and as simple as possible, but in some cases for legal reasons, the language is necessarily “legalese”. Our Customer Terms of Service address our customers concerns, as advised and drawn up by our legal counsel, for you in 8 sections:
We at IBT Online LLC. are committed to our customers international business development interests, as detailed in the “Online Global Proposal(s)” to grow their exports, sales, brands, and businesses. That necessarily includes providing a legal framework for both parties.
Our IBT Online “Customer Terms of Service” is a contract that together with the IBT Online “Online Global Proposal(s)” govern our legal and commercial relations.
The “Customer Terms of Service” contain the core legal and commercial terms, that apply to you “Online Global Proposal(s)”, these include Definitions, Use of Services, Fees and Expenses, Term and Termination, Customer Data, Intellectual Property, Confidentiality, Publicity, Indemnification, Disclaimers and Liability, and Miscellaneous.
The “Online Global Proposal” is the IBT Online approved form created following our discussions, wherein you the customer desire to engage IBT Online as a supplier to provide, and IBT Online desires to provide to you the customer, a variety of Online Global services, as detailed in the “Online Global Proposals(s), subject to the Customer Terms of Service set forth herein.
The “Online Global Proposal(s)” contains all the details about your purchase, including the Benefits, the Statement of Work, the Budget, Invoice and Payment, and Customer Terms of Service informational link. By signing the “Online Global Proposal(s)”, the customer agrees to the “Customer Terms of Service” and the “Online Global Proposal(s)”.
You’ll find your “Online Global Proposal(s) in the Documents section of your IBT Online Teamwork Project Management portal.
We update these terms from time to time. If you are an IBT Online client, we will let you know when we update the terms by email (if you subscribe to receive email updates).
The “Customer Terms of Service” contain the core legal and commercial terms, that apply to you “Online Global Proposal(s)”, these include:
BY SIGNING THE “ONLINE GLOBAL PROPOSAL(S)”, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS CUSTOMER TERMS OF SERVICE AGREEMENT. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
“Agreement” or “Customer Terms of Service” means this Terms of Service and all materials referred or linked to in here.
“Confidential Information” means all confidential information disclosed by one of us (“Discloser”) to the other of us (“Recipient”), whether orally or in writing, that is designated as confidential.
“Customer Content” means all materials that you provide or post, upload, input or submit for public display including but not limited to text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials that may be viewed on, accessed through, or contributed to the Services.
“Customer Data” means all registration information and other transaction data (including data from End Users) collected, processed and retained by us in connection with providing the Services to you.
“Customer Material” means Customer Content and Customer Data.
“End Users” means individuals (who may be your customers) who use and access the Service.
“Online Global Program” means one of various types of Services we can perform for you, defined and selected in an Online Global Proposal.
“Online Global Proposal” means a proposal selected and accepted by us providing for use to provide the services described therein, and which refers to this Agreement as the underlying terms.
“SEM and SMM providers” mean search engine marketing (“SEM”), and social media marketing (“SMM”) providers, and may include, but are not limited to: Amazon, Facebook, LinkedIn, Instagram, Google, Yahoo, MSN/Bing, Yelp, Twitter, Pinterest, Twitter, YouTube, Baidu, ebay, WeChat, TikTok, Snap Chat, Youku, and other websites and apps.
“Teamwork Project Management” or “Teamwork” means our Online Global Teamwork Projects project management platform for collaboration.
“Third Party Service Provider” means a third-party consultants, contractors, subcontractors, or affiliates we engage to provide any Services or deliverables to you in connection with the Services
“Services” means website localization, international online marketing, website management, and other related online management services, defined in the Online Global Proposal(s).
“We”, “us”, “our” or “IBT Online” means IBT Online LLC, a Delaware limited liability company, except “both of us” or similar wording means IBT Online and Customer and “either of us” or similar wording means either IBT Online or Customer.
“You”, “your” or “Customer” means the entity receiving the Services, and as identified in the Online Global Program.
2.1 Services. Subject to all terms and conditions of this Agreement, we will use commercially reasonable efforts to provide the Services, as detailed in an Online Global Proposal. We may purchase, hire, or otherwise employ the goods or services of Third Party Services Providers in connection with the Services.
2.2 Our Responsibilities. To realize the full value of the Services, we will provide resources that include a project manager, a web designer, a content manager, a marketing manager, and other qualified personnel made available as, and when so required. We will deploy the Teamwork Project Management system to ensure the collaborative management of the Services.
2.3 Customer Responsibilities. To realize the full value of the Services, your participation and effort are needed. Resources that may be required from you include a project manager, a content creator, a technical resource, and a marketing manager. We may require you to provide Customer Content including website site maps, content, keywords, brand guidelines, graphics, setting of a content creation calendar, creating blog posts, social media content, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials. We may require your personnel to participate in planning of marketing programs; providing top level internal goals; attending regular success review meetings; and other sales and marketing meetings.
2.4 Support. We will provide technical support to you twenty-four (24) hours a day, three-hundred-sixty-five (365) days a year, except for US public holidays. Support is provided solely via your Teamwork Project Management login and our helpdesk which can be reached by https://clients.ibt.onl/support/#/tickets/new.
2.5 External Resources. The Services may integrate with, utilize or be based on third-party resources (“External Resources”) including, without limitation, SEM and SMM providers and those companies and services listed under “Technologies We Work With to Deliver Your Online Global Programs” at ibt.onl (examples currently include such companies as AWS, Google, YouTube, HubSpot and the like). Similarly, we may, from time to time, inform you of additional External Resources that can be used by you in connection with the Service, and you may opt to use these or other third-party services in connection with the Service. We may have no control over External Resources. Your use (or our use on your behalf) of any External Resources in connection with the Service or otherwise, are based solely on the terms (including terms, conditions, representations and/or warranties) provided by such External Resources. We make no representation or warranty with regard to any External Resources, even if the provider is selected or recommended by us, and we shall not be responsible to you or any other person in any manner for any such External Resources. We expressly disclaim any responsibility for any inaccuracy in any information or other materials contained in any External Resources and any defective products or services provided by, or advertised on, any External Resources, or the fact that use of External Resources may result in access to and use of Customer Content, Customer Data and other information you provide us or is provided to us by third parties. You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability (or lack of availability) of those External Resources, or as a result of your reliance on the completeness, accuracy or existence of any advertising, products or other materials on, or available from or through any External Resource. We do not, unless otherwise expressly set forth in writing, provide maintenance or support for External Resources.
3.1 Fees. In compensation for the provision of the Services, you will pay us the fees as detailed in the Online Global Proposal sections related to Budget, Invoice and Payment.
3.2 Expenses. In order for us to manage your SEM, and SMM paid advertising campaigns you will either pay such amounts directly or pay us in advance as per the “Online Global Proposal(s)”, sections per Budget, Invoice and Payment.
3.3 Taxes. All prices are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. You shall have no liability for any taxes based upon our gross revenues or net income.
3.4 Invoice Disputes. You will notify us in writing of any dispute with an invoice (along with substantiating documentation and a detailed description of the dispute) within 30 days from the date of such invoice. You will be deemed to not dispute all invoices for which we have not received the 30-day notification of dispute, and you will pay all undisputed invoices. We agree we will seek to resolve all such disputes expeditiously and in good faith.
3.5 Late Payments. You will pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 12% per annum or the highest rate permissible under applicable law. You will also reimburse us for all reasonable costs incurred in collecting any late payments, including, and without limitation, attorneys’ fees.
4.1 Term. The initial term of this Agreement commences on the Commencement Date for a period of one year; provided the term automatically extends for additional 12 month periods unless either of us notifies the other of non-extension at least one month prior to the scheduled expiration date; provided if at any time there are no active Online Global Proposals hereunder, either of us may terminate this Agreement by notice to the other.
4.2 Termination. Each Online Global Proposal which specifies a term or expiration date continues until such term or expiration date and may be terminated as detailed in the Online Global Proposal.
4.3 Effect of Expiration or Termination. Expiration or termination of this Agreement will not affect any rights or obligations that are to survive the expiration or earlier termination of this Agreement and were incurred by either of us prior to such expiration or earlier termination. Upon expiration or termination of this Agreement for any reason, each of us, will not be liable to the other for any damage of any kind (whether direct or indirect) incurred by the other by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of either of our rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.
5.1 Ownership. All of the Online Global marketing materials (including websites and communications collateral) we create for you will be owned by you upon payment to us.
5.2 Your License to Us. We do not claim ownership of Customer Material; however you grant us a world-wide, royalty free, non-exclusive, assignable, fully sub-licensable, license to use, distribute, reproduce, modify, adapt, edit, publish, translate, perform and display Customer Material for the purpose of our performance of Services for you hereunder, including without limitation to use, store and maintain your website(s) on our servers and publish your website(s) on the Internet for the purpose of providing the Services to you. With respect to the use by us or Third Party Service Providers of Customer Material you additionally agree grant to us and to the Third Party Service Provider: (a) a nonexclusive license to: (i) use Customer Material as required to provide Services to you (including Services performed by third service providers), and internally analyze, enhance or improve the performance of Services (including Services performed by third service providers), which may include the creation of Aggregated Data; (ii) disclose the items of Customer Material to subcontractors (including their affiliates) for the sole purpose of providing the Services to you (including Services performed by third service providers) you (or for other activities expressly permitted under this Agreement) and assisting Third Party Service Provider and us in the performance of obligations under this Agreement; and (iii) disclose Customer Material as required by law or the operation of the intended operation of the Services. “Aggregated Data” means any aggregate information, analysis, rule, projection, statistic or similar summary or conclusion that we have obtained through processing or analysis of any Customer Material (but excluding the original Customer Material). You obtain no ownership right, title or interest from us in or to Aggregated Data, but we do not restrict your right to use Aggregated Data we provide to you. You acknowledge that you are responsible for all the content on your website including content you or anyone else puts on your website(s) and ensuring that all the necessary consent and licenses have been obtained. You represent and warrant to us that you have the authority to grant the above rights regarding Customer Material and that no such material supplied to by you to us or a Third Party Service Provider: (a) infringes any intellectual property right or privacy right; (b) violates any law or regulation; or (c) is defamatory, obscene, harmful to minors or pornographic.
5.3 Indemnification. You agree to defend, indemnify and hold us harmless from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of or are related to (a) any use or disclosure of Customer Content in connection with the provision of Services (such claims may include but are not limited to claims for invasion of privacy, defamation, patent, trademark, copyright or other intellectual property claims), (b) any requirement to comply (or failure to comply) with any legal, regulatory or similar requirement or investigation, (c) any third-party claim against us from your failure to comply with any of your obligations under relevant applicable data protection laws or (d) websites, and international online marketing and the like that you have asked us to develop or implement.
6.1 Confidential Information includes all information concerning: a Discloser’s customers and potential customers, past, present or proposed products, marketing, sales, and business development plans, and the terms and conditions of this Agreement. Confidential Information doesn’t include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to the Discloser, or (iv) was independently developed by the Recipient.
6.2 The Recipient will: (i) protect the confidentiality of the Confidential Information of the Discloser using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Discloser to any third party (except those Third Party Service Providers used by us to provide some or all elements of the Services), and (iv) limit access to Confidential Information of the Discloser to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein.
6.3 The Recipient may disclose Confidential Information of the Discloser if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Recipient will provide the Discloser with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Discloser to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Recipient will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Recipient disclose Confidential Information to a third party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
7.1 Disclaimer of Warranties. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
7.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
7.3 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
7.4 Actions Permitted. Except for actions for non-payment or breach of proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either of us more than one (1) year after the cause of action has accrued.
8.1 Acceptance of Agreement by an Organization. If you are entering into this Agreement on behalf of a company or other organization, you must have the authority to bind your company or organization to this Agreement and commit funds on its behalf. Titles that typically carry that authority include, without limitation: Chairman, Principal, President, Officer, Vice President, Director, Controller, Finance Manager or Purchasing Manager. In any case, if you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind it to this Agreement and commit funds on its behalf, and the terms “you” and “your” will refer to that company or organization.
8.2 Entire Agreement. This Agreement, including the Online Global Proposal, constitutes the sole and entire agreement of the both of us with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. We object to and reject any additional or different terms proposed by you.
8.3 Modifications. We may modify any part or all of the Agreement by notice to you. If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, and if we can no longer reasonably provide the Services to you under the terms prior to modification (for example, if the modifications are required by law or result from general service changes), then the Agreement and/or affected Online Global Proposal will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Services after termination.
8.4 Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
8.5 Publicity. You grant us the right to add your name and company logo to our customer list and website.
8.6 Force Majeure. Neither of us will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each of us will use reasonable efforts to mitigate the effect of a force majeure event.
8.7 Relationship of the Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between both of us. We are an independent contractor pursuant to this Agreement. Neither of us has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement, or undertaking with any third party.
8.8 Severability. If any part of this Agreement or an Online Global Proposal is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
8.9 Notices. To either of us, will be sent to the contacts at the contact addresses, as set forth in the Online Global Proposal, and will be deemed delivered as of the date of actual receipt. We may give electronic notices to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
8.10 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
8.11 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
8.12 Applicable Law; Jurisdiction. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions of the Commonwealth. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Suffolk County, Massachusetts. Each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.