Last updated: February 9, 2016
3. Eligibility to Use InterArc’s Services
In order to use the Services, you must be at least eighteen (18) years old and able to enter into contracts, and agree to these Terms.
By using the Services, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Services in a way that violates any laws or regulations. We may refuse service, close accounts of any users, and change eligibility requirements at any time.
The Term begins when you begin using the Services, and continues as long as you use the Services. Certain provisions of these Terms survive termination of your account - see Section 24 below. Use of the Services means that you have officially “signed” the Terms. If you sign up for the Services on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on its behalf.
a. Termination of Your Account
You or InterArc may terminate this Agreement at any time and for any reason. We may suspend our Services to you at any time, with or without cause. If we terminate your account without cause, we will refund a prorated portion of your monthly prepayment within 60 days. InterArc prorates by date. InterArc will set off additional amounts owed for Other Charges (defined below) against the refund amount.
By way of example only, if a user terminates his or her account halfway through a month, the refund amount will be 50% of that user’s monthly subscription charge, less any Other Charges.
We will not refund your monthly prepayment if you have violated these Terms. As a courtesy to users of our Services, we generally will continue to store data associated with your account for thirty (30) days following termination by us without cause, or termination by you for any reason. After this thirty-day period, we have the right to permanently delete the data associated with your account. However, once your account is terminated, we may, but are not obligated to, immediately and permanently delete your account and all the data associated with it, including any stored data. If we terminate your account for cause other than non-payment (see section b below) we have the right to immediately and permanently delete your account and all the data associated with it.
Overage charges, insurance fees, and other charges separate from monthly subscription charges (“Other Charges”) may be imposed on your account prior to the end of the month in which your account is terminated, regardless of the reason for termination. These Other Charges will be charged at the end of such month, and you remain liable for these charges.
If you do not log in to your account for six (6) or more months, we may treat your account as "inactive" or “abandoned.” After your account has become inactive, we will notify you that we consider your account inactive. We have the right to permanently delete the account and all the data associated with it, included any stored data, thirty (30) days after the account becomes inactive.
b. Suspension and Termination of Your Account for Non-Payment
If your account has fees owing that are over thirty (30) days overdue, we will suspend your account and you will not be permitted to use the Services until the fees owing on your account are fully paid. If your account has fees owing that are over sixty (60) days overdue, we will terminate your account for non-payment. Other Charges may be imposed on your account during this time period. You remain liable for these charges. Once your account is terminated for non-payment, we have the right to immediately and permanently delete your account and all the data associated with it, including any stored data.
6. Account Login Information
You are responsible for keeping your account login and password confidential. You will immediately notify us if you learn of any unauthorized use of your account or accounts. We are not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and for security reasons, we may only reset your password if you lose or forget it.
7. Disputes Between Users
You assume all risk of transactions between you and third parties facilitated through use of the Services. InterArc is not responsible for user error, incorrect information uploaded or input into the Services, or unfulfilled transactions. Our system does not modify, check for accuracy, or validate information provided by the user or by third parties the user permits to input information on the forms associated with shipping transactions on the Services (the “Transaction Documents”). As such, the user bears all risk and liability for the content of information sent to third parties, which is generated via our system based solely on information input by the user and/or by third parties the user permits to input information on the Transaction Documents. You will resolve all disputes between you and third parties with those third parties.
InterArc does not control, mediate, arbitrate, or otherwise resolve disputes between or among users of the Services. At our discretion, or if legally obligated, we may provide information regarding certain uses of the Services or associated transactions in the event we are contacted regarding such a dispute. You agree to cooperate with any requests we make regarding collection of such information.
With respect to disputes regarding ownership of accounts, we do not arbitrate disputes over who owns an account. You will not request access to or information about any account that is not yours, and you will resolve any account ownership-related disputes directly with the other party.
8. Payments and Subscriptions
a. Monthly Subscriptions
Our charges for monthly plans are posted on our website and may be changed from time to time. Monthly dues are prepaid. Payments are due for any month on the day of that month that the user first subscribed to a given plan (the "Due Date"). For example, if you subscribe to the Services on March 25, your Due Date will be the 25th of each month. Other Charges incurred by you during a given monthly billing cycle will be charged at the end of the monthly billing cycle. If the Term ends before that payment is due, you’ll still be required to pay amounts owing for such Other Charges. By way of example only, if you subscribe to the Services on March 25, your monthly dues paid on March 25 will include subscription services from March 25 to April 24. If you incur Other Charges On April 5, such Other Charges will appear on your April 25 invoice. If your account is terminated on April 10, you will be charged the Other Charges incurred on April 5 and any pro rata refund relating to the portion of your prepaid subscription services not utilized, if applicable, will be issued in accordance with Section 4.a. above.
b. Changing Monthly Subscription Plans
When you change your monthly subscription plan prior to the end of your monthly billing cycle, the unused portion of your prior plan will be calculated pro rata by date and applied as a credit against the new plan’s prepaid payment. The payment for the new plan, plus any Other Charges incurred by you during the previous cycle, will be collected immediately against the payment information on file in your account, and your Due Date will be reset to the date of your subscription to the new plan. By way of example only, if you initially subscribe to the Services on March 25, your billing cycle will be on the 25 th of each month. Monthly dues paid on March 25 will include subscription services from March 25 to April 24; monthly dues paid on April 25 will include subscription services from April 25 to May 24, etc. If you initially subscribed to a plan costing $50 per month and on May 10 you upgrade your plan to a monthly plan that costs $100 per month, then May 10—the date you upgraded your plan—will become your new monthly billing cycle date. On May 10, you will be charged for the first month of your new plan ($100) plus any Other Charges, less an amount equal to 50% of the value of your original plan ($25).
c. Pay as You Go Plans
You may use our Services on a “pay as you go” basis, as we explain on the pricing page of our website, instead of signing up for a monthly subscription. If you choose a pay as you go plan, you’ll still be considered a user of our Services, and other than the monthly payment requirement, all the terms of this Agreement will still apply to you.
d. Recurring Payment Methods
As long as you have a monthly subscription plan with us, you will provide us with valid credit card information and authorize us to deduct the monthly charges and Other Charges against that credit card. You will replace the information for any credit card that expires with information for a different valid credit card. Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any and all charges may be billed to that credit card and will not be rejected. If, for some reason, we’re unable to process your credit card order, we will try to contact you by email and other contact information you provide on your account, and we will suspend your account until your payment can be processed in accordance with section 4 above. As mentioned above in Section 4, once your account has fees owing that are over thirty (30) days overdue, we will suspend your account and you will not be permitted to use the Services until the fees owing on your account are fully paid. After 60 days of non-payment, we will suspend your account and have the right to permanently delete your account and all the data associated with it, included any stored data.
Except as provided in Section 4, we do not offer refunds at this time.
We may change our fees at any time by posting a new pricing structure to our website and/or sending you a notification by email. If you have an active monthly subscription, your current monthly subscription rate, including the rate defined in your subscription for overage charges, will still apply unless:
i. you choose to change subscription plans,
ii. your account is terminated for any reason by either us or you, including termination of your account by us for non-payment,
iii. you are on a promotional plan and it expires, or
iv. you switch to a pay as you go plan.
You will be subject to the then-current (updated) rate if you choose to change subscription plans, your account is terminated and you resume Services with us, your promotional plan expires, or you switch to a pay as you go plan. You are also subject to then-current (updated) rates for Other Charges.
9. Limited License to Use the Services
This license does not include any resale of the Services; any collection and use of any product listings, descriptions, or prices; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by InterArc or our licensors, suppliers, publishers, rightsholders, or other content providers. You may use the Services only as permitted by law. The license granted by us terminates if you do not comply with these Terms.
10. Intellectual Property Rights
All copyright and other intellectual property rights in all text, images, and other materials in the Services are the property of InterArc or are included with the permission of the relevant owner.
You may freely browse the Services, but except for your “Account Information” (information contained in your account input by you to the Services, including but not limited to billing information, addresses, and Transaction Documents), you are only permitted to access, download, or use information from the Services, including any texts, images, audio, and video, etc., for your own non-commercial use. All copyright, trademark, and other proprietary notices must appear on such reproductions. No reproduction of any part of the Services other than your Account Information may be sold or distributed for commercial gain, nor shall it be modified or incorporated into any other work, publication, or website. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE SERVICES.
Copyright . All content included in or made available through the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of InterArc or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through the Services is the exclusive property of InterArc and protected by U.S. and international copyright laws.
Trademarks . The trademarks, logos, characters, trade dress, and service marks (collectively hereafter referred to as "trademarks") (e.g., InterArc, interarc.co, InterArc’s logo and product labels) are protected trademarks of InterArc, Inc. InterArc’s trademarks may not be used in connection with any product or service that is not InterArc's, in any manner that is likely to cause confusion among users or potential customers of InterArc, or in any manner that disparages or discredits InterArc. All other trademarks not owned by InterArc that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by InterArc.
DMCA Policy . The following is provided pursuant to the requirements of the Digital Millennium Copyright Act ("DMCA") designating the Company's agent for the notification of claims of infringement pursuant to Section 512(c) of the Copyright Act, 17 U.S.C. §§ 101 et seq.
If you believe that content available on or through the Services infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail at the respective addresses below, providing the information for a notification as described below. A copy of your notification will be sent to the person who posted or stored the material addressed in the notification. Please be advised that pursuant to federal law, you may be held liable for damages if you make material misrepresentations in a notification. Thus, if you are not sure that content infringes your copyright, you should consider first contacting an attorney.
All notifications should include the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that site;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit InterArc or other party identified in the notification as a "service provider," as such term is defined under the DMCA, to locate the infringing material;
(d) information reasonably sufficient to permit InterArc to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(e) a statement that you have a good faith belief that use of the infringing material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For this notification to be effective, you must provide it to InterArc's designated agent at:
By email: firstname.lastname@example.org
InterArc Copyright Agent
c/o InterArc, Inc.
By phone: +1 (425) 247-0750
We may terminate access, usage or subscription to the Services, as the case may be, for repeat infringers in appropriate circumstances.
11. Rights Owned by You and License Granted by You to InterArc
By uploading or inputting materials or information other than Account Information to the Services (“User Feedback”), you grant InterArc a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner the Aggregated Data and the User Feedback, (including ideas, concepts, processes and techniques) derived from your materials and/or information, in all formats and distribution channels now known or hereafter devised (including in connection with the Services and InterArc's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity, provided that such information does not identify proprietary information including but not limited to payment information. InterArc shall have exclusive ownership rights to, and the exclusive right to use and distribute, such Aggregated Data, User Feedback, and analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other clients and prospective clients of the Services.
12. Compliance with Applicable Laws
You represent and warrant that your use of InterArc’s Services will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any applicable regulations like the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act, EU Data Privacy Laws, or other laws. If you're subject to regulations (like HIPAA) and you use our Services, then we won't be liable if our Services do not meet those regulations’ requirements.
13. Export Control Laws and Regulations
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such laws and regulations govern your use of the Services (including technical data), and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.
14. General Disclaimer, Disclaimer of Warranties, Exclusion of Consequential Damages, and Limitation of Liability
a. General Disclaimer
You assume all risk of transactions between you and third parties facilitated through use of the Services. InterArc is not responsible for user error, incorrect information uploaded or input into the Services, or unfulfilled transactions. Our system does not modify, check for accuracy, or validate information provided by the user or by third parties. As such, the user bears all risk and liability for the content of any output generated via our system based on information input by the user and/or by third parties the user permits to input information on the Transaction Documents.
b. Disclaimer of Warranties
EXCEPT AS OTHERWISE STATED IN THESE TERMS, INTERARC DOES NOT REPRESENT THAT USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET THE USER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED, OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INTERARC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION HIPAA OR THE GRAMM-LEACH-BLILEY ACT. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INTERARC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
c. Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTERARC BE LIABLE TO YOU OR A THIRD PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 13.c. BELOW.
d. Limitation of Liability
THE MAXIMUM LIABILITY OF INTERARC ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE AN AMOUNT EQUAL TO THE EQUIVALENT OF TWELVE (12) MONTHS OF FEES PAID BY YOU AT THE TIME OF THE EVENT. NOTWITHSTANDING THE PREVIOUS SENTENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT.
BOTH PARTIES ACKNOWLEDGE THAT THE FEES FOR USE OF THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON THEIR LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) FEES DUE UNDER THIS AGREEMENT; (B) VIOLATION OF INTERARC’S INTELLECTUAL PROPERTY RIGHTS UNDER SECTION 10 OF THESE TERMS; (C) EITHER PARTY’S INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 15 BELOW; OR (D) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
You agree to indemnify, defend, release, and hold harmless InterArc, our affiliates, and our respective directors, officers, employees, and agents from any liability, loss, claim, fine, penalty, and expense, including, without limitation, reasonable attorney's fees and costs related to (i) your breach of these Terms, including, without limitation, any representation or warranty contained in this Agreement; (ii) your access to or use of the Services; (iii) your provision to InterArc of information or other data; (iv) your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
16. Disputes; Governing Law and Venue
This Agreement, the entire relationship between you and InterArc, and any litigation or other legal proceeding between you and InterArc (whether grounded in tort, contract, statute, common law, or equity) shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its choice of law rules.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Seattle, Washington before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
17. Violation of Terms
If InterArc becomes aware that you have violated any of the Terms, we may immediately take corrective action. Such measures include terminating your account (see section 4), preventing you from using the Services, and immediately removing, without notice, any information, data, and content put on the Services by you. If InterArc has been injured by your violation, we may, in our sole discretion, seek to recover damages.
18. Third Party Websites
The Services may provide links to or advertisements from other websites that are operated by third parties. We provide these links for your convenience and we do not endorse such websites or their contents. We have no control over, and do not review, these websites or their content. Under no circumstances will InterArc be responsible or liable, whether directly or indirectly, for any loss caused or allegedly caused by these other websites, including, without limitation, their content, the goods and services offered by them, or your reliance on them. We have not investigated, monitored or checked these other websites for accuracy, completeness, or conformance with applicable laws and regulations. If you leave the Services and access these other websites, you do so at your own risk, and the rules and policies of the other websites will apply to you while you are on their websites.
The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein, will not in any way be construed as a waiver of such provisions.
If any section of these Terms is deemed invalid, void, or for any reason unenforceable, that section shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
21. Equitable Relief
If you violate these Terms, we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
23. Force Majeure
We are not liable for any delays or failure in performance of any part of the Services, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
Even if this Agreement is terminated, sections that by their nature should survive termination will continue to apply, including but not limited to: Proprietary Rights Owned by InterArc; amounts owing under Payments and Subscriptions, Limited License to Use the Services, Rights Owned by You and License Granted by You to InterArc, Compliance with Applicable Laws, General Disclaimer, Disclaimer of Warranties, Exclusion of Consequential Damages, and Limitation of Liability, Indemnification, Disputes; Governing Law and Venue, Severability, and Entire Agreement.
25. Interpretation of Terms
The headings in these Terms are provided only to make this agreement easier to read and understand. The fact that we wrote these Terms will not affect the way this Agreement is interpreted.
Any notice to you will be effective when we send it to the last email or physical address you gave us or posted in your account. Any notice to us will be effective when delivered to us: InterArc, Inc.; or any addresses as we may later post on the Services.
27. Entire Agreement