ion8 Terms of Service

2. Our Services

ion8 Website: as part of our Services, you can access the ion8 Website. Such access is provided only for internal and personal use and subject to these Terms. We reserve the right to withdraw, restrict or amend the ion8 Website, and any service or material we provide in there.

ion8 Applications: as part of our Services, we may offer certain applications to you (“ion8 Applications”). The ion8 Applications are not the pre-packaged and downloadable kind. Instead, they are products, integrations, and services which require configuration and customization based on each client’s environment, preferences and setup. Examples of ion8 Applications that are available for purchase are:

• CRM Connector: ion8’s CRM Connector will connect Zoho and Clio to keep both databases in sync with all current and past information and related fields.
• Instance Connector: ion8’s Instance Connector allows users to import and export data from one Clio instance to another.
• Call Connector: ion8’s Call Connector is a custom-built web application that integrates RingCentral with Clio.
• Attribution Dashboard: ion8’s Attribution Dashboard helps users capture marketing acquisition efforts and benchmarks them against revenue and profitability.

3. How to accept these Terms

Acceptance of the Terms: by creating an ion8 account (“Account”), making a purchase with us, downloading our Services, or otherwise visiting or using our Services, you accept these Terms and consent to contract with us electronically. If you purchase certain paid Services, you will also be subject to the Customer Agreement applicable to that ion8 specific Service.

How we may change these Terms: we may update these Terms by posting a revised version on the ion8 Website. By continuing to use our Services, you accept any revised version of these Terms. Whenever you wish to use our Services, please check these Terms to ensure you understand the terms that apply at that time. If you do not agree with these Terms, please stop using our Services.

4. How to access and use our Services

Access to the Services: subject to these Terms and any additional agreement that may apply to you (e.g., Customer Agreement), we grant you access to our Services. This includes the right to: (i) access content that you have the right to view on the ion8 Website; and (ii) use all related functionality or Service that we may provide.

Use of our Services: you may use our Services from a computer or mobile device. Use of some of the Services may be subject to payment of Fees, or client registration, as further described in your Customer Agreement or as separately agreed with you in writing. Additionally, you agree not to, directly or indirectly:

• Use our Services to violate any applicable state or federal law and regulation, including, but not limited to, any copyright, trademark, patent, anti-piracy, or other intellectual property law or regulation, or encourage or enable others to violate any such laws or regulations.
• Send, post, host, or enable any offensive, abusive, inappropriate, malicious, or detrimental e-mails, blog postings, instant messages, or any other content.
• Use our Services in any way that could potentially disable, overburden, damage, disturb or impair the Services or interfere with any other user’s use of the Services or rights, including their ability to engage in real time activities through the ion8 Website.
• Use any robot, spider, automation, scraping tool, or any automatic device, methodology, process, or means to access or use the Services for any purpose, or use any device, software, or process that interferes with our Services.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful to our Services.
• Attempt to gain unauthorized access to, interfere with, to copy, damage, or disrupt our Services, the server on which they are stored, or any server, computer, or database connected to our Services.
• Take any action that may damage, attack or falsify the ion8 Website.
• Otherwise attempt to interfere with the proper functioning of the Services or the proper use by other parties.

If your Account or access to our Services is terminated by us due to your breach of these Terms, you will not be able to access or use our Services. This includes re-registering or accessing our Services by using a different account name or otherwise.

Eligibility: you can use our Services only as permitted by applicable law. If the law where you reside requires you to be older for the Services to be legally provided without parental consent (including the use of your personal data), then you must be that age. For the avoidance of doubt, if you are entering into a Customer Agreement with us, you must be over the age of 18.

Your equipment and connections: you are responsible for operating your hardware and software and for the functioning of your internet connection. Please ensure that data security is appropriately addressed in your systems. We must deny access to the Services if your hardware, software or internet connection pose a danger to the security or operation of our Services. Only use our Services through the interfaces we provide you and according to our instructions and under these Terms.

User-Generated Content: from time to time, we may host user-generated content from third parties. If you access our Services, and find any user-generated content that you find offensive or disturbing, please notify us by email at terms@ion8.net.

How we communicate with you: we may communicate with you through the Services or through other means, such as email, or your Account.

Changes to our Services: we reserve the right to change our Services, including the availability of certain features at any time at our sole discretion.

5. How to register to the Services

How to register to the Services: you may browse the ion8 Website without registering. However, to use certain features of the Services, you may be required to register with your email address and a password and create an Account. When creating your Account, you must:

• provide and keep updated accurate and complete information to ion8;
• keep your login credentials (the combination of your email address and password) to yourself and not to give that information to any third party;
• notify us immediately of any suspicious or unauthorized use of your Account; and
• not use another person’s Account without permission.

Your information: you must ensure the data provided at your Account registration is correct and complete. If your information changes, you must update it as appropriate. We are not responsible if you have failed to maintain accurate contact or other information. We will not be liable for any loss that may occur as a result of someone else using your Account, with or without your knowledge. Please be cautious when accessing your Account from a public or shared computer so that others cannot view or record your password or other personal information.

Your Account: you can access your Account on your “Client Login” page on the ion8 Website. Your Account is owned by ion8, which means you have no ownership or other rights in or to your Account.

Additional information required: for the purchase of ion8 Applications, additional information requirements may apply. In this case, you will be informed accordingly by us.

6. How we charge Fees and manage payment methods

Fees: if you wish to purchase an ion8 Application or any other paid service, you will work with us and execute a separate Customer Agreement. In such cases, you agree to pay all Fees according to the billing terms in effect when a Fee is due, as described in the Customer Agreement. We will inform you of the Fees, payment methods and payment currencies available in connection with your purchase of the Services.Payment service providers: we may use external payment service providers to process your payments. In such cases, their terms and conditions will apply when transmitting the relevant payment. They might also charge Fees for the use of the payment service. Please check for details before making any payment. We are not liable for the correctness of any payment made through the chosen payment service provider. We may need to correct any billing errors or mistakes even if the payment has already been requested or received from you.

7. Links and Third Parties

Third-Party Links: from time to time, we may provide or share third-party links on the ion8 Website (“Third-Party Links”). We do not control and are not responsible for such third-party products, services, or content made accessible via those Third-Party Links. By accessing them, you agree to be bound by the relevant terms and conditions. We disclaim liability for any information, materials, products or services posted or offered at any such Third-Party Links or interfaces. You are responsible for viewing and abiding by the privacy statements and terms and conditions posted at such Third-Party Links.

8. How we deal with the License and Intellectual Property

License: we grant you a non-exclusive, non-transferable, revocable license to access and use ion8’s Website, provided your use is in accordance with these Terms, solely for personal reasons and not for resale or to provide services to third parties. You agree to use the ion8 Website only for its intended purpose, in an authorized manner, and in compliance with all privacy, data protection, intellectual product, and other applicable law. If you have purchased an ion8 Application, your license will be subject to the applicable provisions of your Customer Agreement.

Intellectual Property: ion8 Website and all its elements, in particular trademarks, logos, photographs, programs, source codes, data, databases, animated or non-animated images, sounds, drawings, graphics, videos or texts, downloadable resources from the ion8 Website, layout, appearance, structure, as well as any other element not related to links towards third party websites, are the property of ion8 or are subject to a license granted in its favor by any owner of intellectual property rights.

Exclusions: subject to the rights of use granted under these Terms, your use of the ion8 Website does not imply any license or transfer of rights regarding the elements of the ion8 Website. In particular, any duplication, reproduction, representation, adaptation, modification, distribution or sale of all or part of the ion8 Website as well as all or part of its content, by any process and in any medium, is unlawful unless prior, express, written permission has been obtained from ion8 or the owner of the intellectual property rights. We may suspend or terminate Accounts in such cases or for any violation of the restrictions in these Terms, without prejudice to any other rights and remedies ion8 may have under any applicable law and these Terms.

9. Our Disclaimers and Warranties

Website content: while we try to ensure the information provided is accurate, the ion8 Website and all materials, content, and products included in or made available in connection with it, are provided “as is,” with no representations or warranties. We expressly disclaim to the fullest extent permitted by law all warranties including, but not limited to, all warranties and conditions of merchantability, latent defects, fitness for a particular purpose, title, non­infringement, and quiet enjoyment. We can’t be held liable for any errors or omissions on the ion8 Website or for any damage you may suffer due to the use or non-use of the information. You agree that your use of the ion8 Website will be at your risk and that you will be solely responsible for any harm, loss or damage that results from your use of the ion8 Website. You accept your responsibility for the results of your actions.

Website security: while we attempt to keep ion8’s Website safe and well-functioning, using the ion8 Website can expose you to some risks. We can’t and don’t guarantee or warrant that ion8 Website, the information, or files available through the ion8 Website, will be free of infection by software viruses or other harmful computer code, files, threats or programs. We are not responsible for any harm, damages or viruses that may infect your computer equipment or other devices when browsing or using our Services. Likewise, you accept your responsibility for the results of your actions.

Access to the Services: ion8 makes no warranty that the Services will meet your requirements, operate without interruption, achieve certain results, be compatible or work with any software, system, or other services. Please note that the Services might be subject to delays, interruptions, and may contain defects and not operate uninterrupted or error-free.

10. How we limit our liability

Exclusion of liability: we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence and for fraud or fraudulent misrepresentation.

No liability for consequential or indirect damages: to the maximum extent permitted by applicable law, in no event will ion8, its members, affiliates, directors, associates, partners, agents, employees, or representatives be liable for any indirect, exemplary, punitive, special, incidental, or consequential damages (including but not limited to damages for loss of profits, loss of data, loss of goodwill, business interruption, personal injury, loss of privacy, or attorneys’ Fees), arising out of or related to the Services or any content in there, regardless of the cause of action, even if we have been informed of the possibility of such allegations.

Force majeure: we are not liable for damages caused by force majeure. By force majeure, we mean a circumstance which prevents us from fulfilling our obligations and which is unforeseeable, beyond our reasonable control, and causes the non-fulfilment of an obligation.

Our maximum liability: in any event our total aggregate liability with respect to any damage, claim or cost based on these Terms, Privacy Policy or applicable law, is limited to USD 100 or the fee invoiced from you by us during the previous six (6) months of the claim, whichever is greater. This limitation prevails any other provision in these Terms and applies whether it is related to the use of the Services or not. These limitations of Clause 10 do not apply if and to the extent mandatory applicable law is in contradiction with the limitations.

11. Indemnity

Indemnification: you agree to indemnify ion8, its affiliates, and their respective employees, representatives, agents, attorneys, directors, officers, and members, for all costs in connection with any claims. You also agree to defend, indemnify, and hold ion8, its affiliates, and their respective employees, representatives, agents, attorneys, directors, officers, and members harmless from any damage, loss, cost, or expense (including but not limited to attorneys’ Fees and costs) incurred in connection with any third-party claim, demand, or action brought or asserted against any of the indemnified parties. If you are required to provide indemnification, ion8 may control any claim at your sole cost and expense. You may not settle, compromise, or in any other manner dispose of any claim without ion8’s consent.

12. Term and Termination of the Service

Initial term: these Terms enters into force when you accept this or start using the Services.

Termination by you: you may stop using the Services at any time. Termination of your Account does not relieve you of any obligation to pay any outstanding Fees as per your Customer Agreement. If required, you must separately terminate your Customer Agreement in the manner described in the Customer Agreement.

Termination by ion8: we may terminate your Terms for the Service with immediate effect, at our own discretion, or if you violate the provisions of these Terms. If required, we may also terminate your Customer Agreement as described in the Customer Agreement.

13. Governing Law, Disputes and Jurisdiction

Governing law: the laws of Canada is applied to these Terms and to any operations or use of the Services and our relationship.

Dispute resolution and Jurisdiction: If you have any dispute with us, you agree that before taking any formal action, you will get in touch with us at legal@ion8.net, and provide a brief description of your complaint and your contact information. We will try to solve any dispute amicably as soon as possible, by way of good faith negotiations. If we are not able to reach an agreement, any dispute, controversy or claim arising out of or relating to these Terms, must be brought in a court of competent jurisdiction in the province of Ontario, Canada. Subject to applicable laws, you irrevocably waive any right to assert a defense based on lack of jurisdiction.

14. General

Severability: If any provision of these Terms or its application is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of these Terms will remain in full force and effect enforced to the fullest extent consistent with applicable law.

Survival: the provisions of these Terms which by their nature reasonably should survive the termination or expiration of these Terms shall survive any termination or expiration of these Terms, or the termination, suspension, deactivation, and/or deletion of your Account or use of the ion8 Website.