Integration Fox or Platform: The software as a service platform of Integration Fox to share and sync contact details.
User: The entity that enters into a license agreement with Integration Fox with respect to the Integration Fox Platform.
General Terms: These General Terms and Conditions governing the use of the Integration Fox Platform by the User.
The General Terms are applicable to all use by User of the Integration Fox Platform and to the Related Services offered by Integration Fox. The User’s terms and/or those of a third party do not apply. The General Terms with all Annexes form the agreement between Integration Fox and the User regarding the use of the Platform by the User.
Integration Fox may from time to time change the General Terms or its Annexes. The User has thirty days to protest such changes, after which period the new terms are deemed to have been accepted by the User. If the User does not accept the new terms, Integration Fox reserves the right not to extend or renew any licenses and/or Related Services.
The User may from time to time order licenses and/or Related Services from Integration Fox. All orders must be placed via the User’s account on the Integration Fox Platform. For such licenses and/or Related Services, the applicable fees will be effective as of the time the order is placed. All prices quoted are net and exclude VAT. Any other offer, as well as all information, drafts, presentations, calculations and/or enclosures issued by Integration Fox are to be taken as information only and in no event are they binding to Integration Fox.
Upon payment of the applicable fees, Integration Fox grants to the User a non-transferable and non-exclusive license to use the Integration Fox Platform. According to the license, such use will be exclusively online, for User’s sole and unique benefit and in accordance with the intended use of the Integration Fox Platform.
User acknowledges that the Integration Fox Platform is constantly being improved by Integration Fox. The User will only have access to the latest released version of the Integration Fox Platform. Each new version or update of the Integration Fox Platform will replace as modified version the original or previous version thereof, and henceforth be subject to all rights and obligations as mentioned in the General Terms. During the updates, the Integration Fox Platform may temporarily not be available to the User.
Acquired licenses are effective for the period indicated at the moment of purchase. Unless one of the Parties terminates the license as set forth below, the license will be automatically extended for the same period at the same license conditions.
Integration Fox will automatically charge the credit card of the User for the payments of license extensions and the User gives express permission to Integration Fox to do so. In case the payment information is no longer correct, in case the payment facilitator refuses the payment for any reason or in case the payment facilitator executes a refund for any reason, the User will receive a notice to correct the payment details within two weeks time. If Integration Fox wasn’t able to process the payment during this period, the license will be automatically cancelled without further notice.
4. Set-up and synchronization details
The Integration Fox Platform is a self-service platform. The User needs to set-up the service himself by correctly configuring the Integration Fox Platform. The User will seek professional assistance if needed.
The Integration Fox Platform will automatically perform the synchronization according to the license specifications and the preferences and configurations set by the User (the “Synchronization Details”).
The User will consult the technical specifications of the Integration Fox Platform on the Integration Fox website, the API specification of the synchronized applications and configure and adjust the User preferences in order to ensure that a proper synchronization is possible. E.g. the User will take into account the synchronization frequencies, the amount of data, processes …
The User may order additional capacity and licenses with different specifications by ordering and paying for it via the Platform. The User is responsible for its choice of licenses and capacity and the configuration of the Integration Fox Platform. The User acknowledges that synchronization malfunctions may arise if the Synchronization Details don’t match the needs. The User acknowledges that by not extending the licenses or by refusing to pay for additional capacity, he takes responsibility for any and all synchronization issues and loss of data as a result thereof.
5. Scope and limitation of the Related Services provided by Integration Fox
Integration Fox provides the User with a software platform that enables the User to synchronize data and to perform operations as set forth on the Integration Fox website.
The Related Services provided by Integration Fox are strictly limited to all reasonable measures to ensure the working and availability of the Integration Fox Platform as set forth on the Integration Fox website.
Integration Fox does not screen the data, text or media content, processed through the Integration Fox Platform by the User. The User is free within the limited scope of its license rights to use and operate the Integration Fox Platform according to its intended purpose. As a result, the User bears the sole and full responsibility for the content that he processes with the use of the Integration Fox Platform.
6. User’s obligations and liability
User accepts complete and unconditional responsibility for any and all operations performed under the accounts. User is responsible for the confidentiality of the accounts, usernames and passwords, for the access to the computer system and for the acts and negligence of any party making use of an account of the User. User will not allow access to the Integration Fox Platform to anyone that is not an employee or trusted contractor of User.
In case User finds or suspects any misuse of the account information, User will immediately change the passwords or contact Integration Fox on email@example.com to temporarily block the accounts.
The User will only process data he has the right to process. The User will comply with (i) all international, national, state and local laws and regulations, (ii) all internet regulations, policies and procedures and (iii) the license conditions of the applications synchronized by the Integration Fox Platform.
The User agrees to never use the Integration Fox Platform for illegal purposes or conduct that is otherwise objectionable. The User may not process any content that (i) is unlawful, harassing, libellous, abusive, threatening, or harmful of any kind or nature or otherwise objectionable; (ii) he does not have the right to process under any law or under contractual or fiduciary relationships; (iii) infringes any rights of a third party, such as but not limited to patent, trademark, trade secret, personal data protection and copyright rights.
The User will not use nor display any means, software or routines that might harm other parties or the good functioning of the Integration Fox Platform, or disproportionately burden the Integration Fox Platform system. The User accepts full responsibility for the accounts and agrees to defend, indemnify and hold harmless Integration Fox, its shareholders, directors, officers, employees, agents, distributors, attorneys, parent companies, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, taxes, costs and expenses (incl. reasonable attorney fees and costs) arising out of or related to User’s breach of the General Terms or the Annexes.
7. Security and data protection
Integration Fox warrants that the Integration Fox Platform service is secure and protected in a professional manner. However, as the Integration Fox Platform service is delivered through the internet, Integration Fox cannot guarantee that the Integration Fox Platform cannot be hacked, breached or compromised in any manner. In case User finds or suspects any misuse or security breach, User will immediately contact Integration Fox on firstname.lastname@example.org.
Integration Fox will not store User data on its servers, that are not strictly necessary for the delivery of the Integration Fox Platform service.
The User is entitled to process personal data as defined in the General Data Protection Regulation 2016/679 (the “GDPR”) on the Platform, strictly in compliance with the GDPR and all other relevant legislation. Integration Fox will act as a processor of the personal data under the terms of the personal Data Processing Agreement. This Data Processing Agreement forms an inherent part to the agreement between Integration Fox and the User.
When the User interacts with the Platform or websites of Integration Fox (the “Website”), Integration Fox automatically receives and records information on its server logs from the browser of the User including the IP address, “cookie” information, and the page the User requested. “Cookies” are identifiers Integration Fox transfers to a computer or mobile device that allow it to recognize the browser or mobile device and tell it how and when pages in the Website are visited. The User may change the preferences on the browser or mobile device to prevent or limit the acceptance of cookies, but this may prevent the User from taking advantage of some of the features of the Website.
When the User visits the Website, whether as an Integration Fox customer or a non-registered user just browsing, the Integration Fox servers automatically record information that the User’s browser sends whenever he visits the Website (“Log Data”). For example, Log Data may include information such as the computer’s IP address, browser type or the webpage the User was visiting before he came to the Website, pages of the Website that the User visits, the time spent on those pages, information the User searches for on the Website, access times and dates, and other statistics. Integration Fox uses this information to monitor and analyze the use of the Website and the Related Services and for the Website’s technical administration, to increase the Website’s functionality and user-friendliness, and to better tailor it to the visitors’ needs.
Integration Fox acknowledges that all data that the User processes through the Integration Fox Platform is confidential. Integration Fox hereby undertakes to keep this confidential information secret, and will not divulge it or to make it known to third parties. Nor will Integration Fox use this information to its own benefit without express written permission from the User.
Integration Fox shall only pass the confidential information and/or data to or make it known to those of its employees and contractors that absolutely must have this information to provide the Platform and the Related Services.
The User undertakes a similar confidentiality obligation with respect to the data that the User receives from Integration Fox.
9. Support and problem reporting
Integration Fox does not provide direct support to the User, except by making available support information on the Integration Fox website. The User may report problems via email@example.com.
10. Third party API’s
The User acknowledges that the Integration Fox Platform service depends on the API’s of the synchronized applications. Therefore, the Integration Fox Platform may not properly function or not be available in case a third party API changes, malfunctions, contains bugs, is restricted or any other issue with a third party API arises (together referred to as “API Issues”).
Integration Fox will use its best efforts to resolve the API Issues in a professional manner and as soon as possible. The User acknowledges this risk and accepts that Integration Fox will not compensate User for damages resulting from API Issues.
11. Title to the Integration Fox Platform
All intellectual property rights in, title to or ownership of the Integration Fox Platform (such as but not limited to copyright, database rights, trademarks and patents) shall at all times remain with Integration Fox. This includes the mechanisms and interfaces built by Integration Fox to link with third party API’s. All manuals, documentation and programs, whether available in hard copy or accessible by remote inquiry shall remain confidential and the property of Integration Fox. User shall not use, print, copy, modify, translate or alter the Integration Fox Platform in whole or in part.
The Integration Fox and Integration Fox Platform logo’s and names are protected trademarks of Integration Fox. The User is not entitled to use, copy, remove or hide these signs without express written approval of Integration Fox.
The User is not allowed to grant any sub-license or other right with respect to the Integration Fox Platform.
12. Limitation of liability of Integration Fox
Integration Fox will provide all reasonable efforts to ensure the proper functioning of the Integration Fox Platform as set forth on the Integration Fox website.
Integration Fox represents that the Integration Fox Platform is developed in a professional manner and is consistent with generally accepted industry standards. Integration Fox will continue to improve the Integration Fox Platform and warrants that the Integration Fox Platform at all times will comply with such standards. However, Integration Fox does not warrant that the Integration Fox Platform is entirely free of small bugs and errors or that the Integration Fox Platform will function without interruptions.
Integration Fox provides the Integration Fox Platform “as is”. Integration Fox does not warrant that the functions contained in the Integration Fox Platform will meet the User’s performance requirements or that the Integration Fox Platform will operate in accordance with the User’s expectations. The User accepts responsibility for the selection of the Integration Fox Platform, its use and the results to be obtained there from.
Integration Fox makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded.
Integration Fox can only be held liable for gross negligence ( “faute grave”). It cannot be held liable when a defect or malfunction of the Integration Fox Platform is attributable to (i) a software or hardware defect that was not issued by Integration Fox, or (ii) API Issues, or (iii) the fact that changes or amendments to the Integration Fox Platform have been made without its permission, or (iv) if the User fails to report immediately any defect together with documentation and information relating to the occurrence of the defect.
The User understands that the Integration Fox Platform is an online application. Integration Fox cannot be held liable when a defect or malfunction of the Integration Fox Platform is attributable to network or communication issues, or to hacking, malware or other forms of misuse.
Integration Fox will not be liable to the User or third parties for loss of profits or business, loss of data, indirect, consequential or incidental damages, even if Integration Fox has been advised of the possibility of such losses or damages. For direct damages, if repair in species is not possible, the liability of Integration Fox toward the User (on contractual grounds as well as in tort) shall never exceed an amount equal to the license fees paid by the User over the last twelve months. The User shall take all necessary measures that can reasonably be expected to limit its damage.
The User shall indemnify Integration Fox and hold it harmless against and in respect to any and all claims, damages, losses, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against Integration Fox or that Integration Fox shall incur or suffer that arise out of, result from or relate to: (a) the non-fulfilment or breach of any obligation of the General Terms or Annexes; (b) any claim of any nature whatsoever brought by any third party who may suffer damages of any sort as a direct or indirect result of the User’s activities relating to or in connection with the User’s use of the Integration Fox Platform.
13. Termination for cause
In case Integration Fox notices an action by User or lack of action by User that might in Integration Fox’s reasonable opinion breach the General Terms or the Annexes, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies Integration Fox of a possible harm, Integration Fox will contact the User in order to remedy the breach or harm caused as soon as possible and in any event within two weeks.
In extreme cases or in case the User fails to timely remedy the breach or the harm caused, Integration Fox — at its sole discretion — may immediately and without notice, without intervention of the court (“de plein droit”), block or remove any content and/or terminate or suspend any User license, without any repayment of license fees or other indemnification of User and with complete indemnification of Integration Fox. In case Integration Fox discontinues its services or blocks the User’s access to the Integration Fox Platform on the basis of this provision, User will not be entitled to any indemnification from Integration Fox for the damages suffered as a result thereof. If the User unsuccessfully contests Integration Fox’s decision in court, the User will reimburse Integration Fox’s legal costs and expenses (incl. all attorney fees and costs).
14. Force Majeure
Neither party shall be in default or otherwise liable for any delay in or failure of its performance if such delay or failure arises by any reason beyond its reasonable control, including the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, internet interruptions, hacking or any act or failure to act by the other party or such other party’s employees, agents or contractors. The User agrees that issues with the Amazon AWS platform are to be considered as force majeure.
If any of the provisions of this General Terms and Annexes are held to be or rendered void or unenforceable, the User agrees that the same shall not result in the nullity or unenforceability of the remaining provisions, but that the User and Integration Fox will use their best efforts to replace such provision with a valid and enforceable provision which will achieve, to the extent possible, the economic, business or other purpose for said void or unenforceable provision.
The mere fact that Integration Fox does not insist upon or enforce strict compliance by the User of any provision of the General Terms or Annexes shall not be construed as a waiver or relinquishment of Integration Fox’s rights pursuant to this condition, unless made in writing.
The rights and remedies afforded to Integration Fox pursuant the General Terms and Annexes are in addition to and do not in any way limit any other rights or remedies afforded to Integration Fox by law. All such rights and remedies are cumulative and may be exercised singularly or concurrently.
All notices between Integration Fox and the User shall be written in English and shall be deemed to be given to the User if sent by email to the email address for notices registered via the Platform and to Integration Fox if sent by email to firstname.lastname@example.org.
16. Applicable law and venue
Any agreement between User and Integration Fox with respect of the use of the Integration Fox Platform and the General Terms and Annexes shall be governed by, interpreted and construed in accordance with the laws of New Zealand without regard to conflicts of law rules that may result in the application of the laws of any jurisdiction other than New Zealand. Venue for any proceeding brought hereunder shall be with the courts residing in New Zealand.
17. Sensitive Information
"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Agreement.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at email@example.com.
YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
Data Processing Agreement (DPA)
“Agreement”: The Agreement between Integration Fox and User regarding the use of the Platform. “DPA”: This Data Processing Agreement which sets out the general rules regarding the conditions according to which Integration Fox will perform the activities of Processing Personal Data on behalf of the User.
“Processing”, “Processor”, “Data Subject”, “Data Breach”, “Supervisory Authority”: Have the meaning given to that term by the General Data Protection Regulation (EU) 2016/679 (the “GDPR”).
“Services”: The services provided by Integration Fox to the User as set out in the Agreement.
2. Purpose of the Data Processing
4. Rights and obligations of the User
5. Rights and obligations of Integration Fox
8. Data breach notifications
To the extent the preparation of the notification places undue burdens upon Integration Fox, Integration Fox shall be entitled to invoice User for its assistance as per its hourly rates or such rates as agreed between the Parties.