User terms of service

I. This is a contract between authorized user and us

§ 1.1 Our Services.  These User Terms of Service (the “User Terms”) govern Authorized User’s (as defined below) access and use of our services (the “Services”) made available on https://client.ingenium.trading (the “Website”). Authorized User shall read them carefully. Even though Authorized User is signing onto an existing workspace, these User Terms apply to Authorized User as a user of the Services.

§ 1.2 These User Terms are Legally Binding.

(a) These User Terms are a legally binding contract between Authorized User and us.

(b) As part of these User Terms, Authorized User agrees to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If Authorized User accesses or uses the Services or continues accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, Authorized User confirms that it has read, understands and agrees to be bound by the User Terms and the Acceptable Use Policy.

(c) “We,” “our” and “us” refer to the person specified in Art. VII.

§ 1.3 Entire Agreement.

(a) The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between Authorized User and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

(b) To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract (as defined below) and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g. Privacy Policy, as defined below). Customer (as defined below) will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

§ 1.4 Modifications.

(a) As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide Authorized User with reasonable Notice prior to the change taking effect.

(b) Authorized User can review the most current version of the User Terms at any time by visiting https://ingenium.trading, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: https://ingenium.trading/privacy-policy/ and https://ingenium.trading/acceptable-use-policy/ .

(c) Any material revisions to these User Terms will become effective on the date set forth in our Notice, and all other changes will become effective upon posting of the change. If Authorized User use the Services after the effective date of any changes, that use will constitute Authorized User’s acceptance of the revised terms and conditions.

II. The customer controls authorized user’s workspace

§ 2.1 A Person is an Authorized User on a Workspace Controlled by a “Customer”.  An organization or other third party that we refer to in these User Terms as “Customer” has asked us to provide Authorized User with access to a workspace i.e., a digital space where a user or a group of users may access the Services. If Authorized User is joining one of its employer’s workspaces, for example, Customer is Authorized User’s employer. If Authorized User is joining a workspace created by a client of the agency Authorized User is working for, that client is our Customer and the Client is authorizing Authorized User to join its workspace.

§ 2.2 What This Means for Authorized User —and for Us.

(a) Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to configure a workspace and apply for access of Authorized User and others (each invitee granted access to the Services is an “Authorized User”).

(b) The Contract contains our commitment to deliver the Services to Customer, who may then ask us to provide access to Authorized Users in order to join Customer’s workspace(s). When an Authorized User submits content or information to the Services, such as messages or files (“Customer Data”), Authorized User acknowledges and agrees that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.

§ 2.3 The Relationship Between Authorized User, Customer and Us.  AS BETWEEN US AND CUSTOMER, AUTHORIZED USER AGREES THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO

(a) INFORM AUTHORIZED USER OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA;

(b) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORIZED USER THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES;

(c) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND

(d) RESPOND TO AND RESOLVE ANY DISPUTE WITH AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO AUTHORIZED USER RELATING TO THE SERVICES, WHICH ARE PROVIDED TO AUTHORIZED USER ON AN “AS IS” AND “AS AVAILABLE” BASIS.

III. A few ground rules for authorized user

§ 3.1 Authorized User Must be Over the Legal Age.  To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 18. Authorized User represents that Authorized User is over the legal age and is the intended recipient of Customer’s invitation to the Services. Authorized User may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, Authorized User must be of legal working age.

§ 3.2 While Authorized User is Here, it Must Follow the Rules.  To help ensure a safe and productive work environment, all Authorized Users must comply with our Acceptable Use Policy and any applicable policies established by Customer. If Authorized User sees inappropriate behavior or content, it shall report it to the Customer and us.

§ 3.3 Authorized User is Here At the Pleasure of Customer (and Us).  These User Terms remain effective until Authorized User’s access to the Services has been terminated by us. Authorized User shall contact Customer if Authorized User at any time or for any reason wishes to terminate its account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

IV. Limitation of liability

§ 4.1 If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action, including disabling Authorized User’s account, if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

§ 4.2 IN NO EVENT WILL AUTHORIZED USER OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

§ 4.3 UNLESS AUTHORIZED USER IS ALSO A CUSTOMER (SUBJECT AT ALL TIMES TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), AUTHORIZED USER WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS.

§ 4.4 Application of Consumer Law.  The Services constitute a tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, Authorized User hereby acknowledges and agrees that consumer laws do not apply. If, however, do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies Authorized User have, and our liability is limited, at our option, to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for Authorized User’s access to the Customer workspace in its role as Authorized User covering the remainder of any paid subscription term.

V. How we handle authorized user’s personal data

§ 5.1 Authorized User shall review our “Privacy Policy”, a separate policy, for more information on how we collect and use data relating to the use and performance of our products.

VI. A few final points

§ 6.1 Waiver.  No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

§ 6.2 No Legal Services.  Neither the provision of the Services nor the furnishing of the User Terms and any instructions related thereto constitute neither legal or business advice nor legal or business services.

§ 6.3 Governing Law; Venue; Fees.

(a) The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.

(b) Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

§ 6.4 Assignment.

(a) Authorized User may not assign any of its rights or delegate its obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld).

(b) We may assign any of our duties and rights under the User Terms, in whole or in part, including all terms and conditions incorporated herein by reference, without Authorized User’s consent, including to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. In addition, we may delegate any of our obligations under the User Terms.

§ 6.5 Severability.  Any provisions of the User Terms shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions thereof. If any provision of the User Terms is invalid or unenforceable, a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and the remainder of the User Terms and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

§ 6.6 Survival.  Provisions herein which by their terms must survive the termination of the User Terms in order to effectuate the intent of the Parties will survive any such termination, whether by expiration of the term, termination, or otherwise, for such period as may be appropriate under the circumstances.

§ 6.7 Headings.  The section headings in the User Terms do not form a part of them but are for convenience only and shall not limit or affect the meaning of the provisions.

VII. Contact information

§ 7.1 The Services are provided by ingenium Inc., 1013 Centre Road, Suite 403-B, Wilmington, New Castle County, DE 19805, USA.  For any questions about the Services or the User Terms, Authorized User may contact us as described in more detail on https://ingenium.trading .

Updated: March 2022