Icansell Inc may amend the terms at any time in its sole discretion by posting a revised version of the terms. Unless stated otherwise, access to or continued use of the Services after the effective date of any revised terms constitutes your acceptance of the revised terms. If we make any material change to these terms, we will notify users by posting a notice on our site, through the Services, or by other means we deem appropriate.
1. Acceptance of terms.
1.1 The Service Icansell Inc is designed to post information about the company (startup) services and products and interactions with Agents who search for customers.
1.2. These terms represent an agreement between the users of the Service (Startup and Sales manager) and Icansell Inc (the Service).
By accessing or using the Service, you accept these terms, acknowledge that you have read and understand these terms, and agree to be bound by these terms. If you are entering into these terms on behalf of a business, company, or other legal entity, you represent that you have the authority to bind such business or entity to these terms, in which case the terms “you,” “your,” or “user” refer to such business or entity. If you do not have such authority, or if you do not agree with these terms, you must not accept these terms and may not use the Service.
1.3. The Service may change these terms from time to time. You can review the most current version of these terms at any time at https://icansell.io. The revised provisions will become effective once posted or on any effective date indicated in the posting, and you accept the revised provisions by accessing or using the Service after that date.
2. Description of Service.
2.1. The “Service” includes: (a) the Site; (b) the site’s communication and information sharing services and related technologies, including the site’s interactive features and features for communication with others; (c) other services we make available to you; and (d) all software, information, data, reports, files, logos, folders, text, images, sounds, videos, and other content and materials made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to these terms.
3. General сonditions
3.1. You may access and use the Service only for lawful purposes. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components; or (c) modify, adapt or hack the Service to, or otherwise attempt to, gain unauthorized access to the Service or its related systems or networks. You will comply with any codes of conduct, policies, or other notices provides you or publishes in connection with the Service, and you will promptly notify if you learn of a security breach related to the Service.
3.2. Any software that may be made available by the Service in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. The Service grants you a non-transferable, non-sublicensable, non-exclusive and revocable right and license to use the object code of any Software solely in connection with the Service, provided that you will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by the Service for accessing the Service, unless otherwise specifically authorized by us in a separate written agreement signed by the Service authorized signatory. Any rights not expressly granted in these terms are reserved and no license or right to use any trademark of the Service or any third party is granted to you in connection with the Service.
3.3. You are solely responsible for all data, information, documents, records, feedback, suggestions, text, content and other materials that you upload, share, post, deliver, provide or otherwise transmit or store (collectively referred to as “upload(ing)” in these terms) in connection with or relating to the Service.
Please consider carefully what you choose to upload. The Service has no responsibility for what you upload. You agree that we cannot be liable for any dispute that arises between you and any other user.
3.4. All right, title, and interest in and to the Service, and its components, will remain with and belong exclusively to The Service.
3.5. Other than your information, all of the content on the Service, the trademarks, service marks, and logos contained on the Service, are owned by or licensed to us and are subject to copyright and other intellectual property rights.
3.6. You remain the full owner and controller of your information. We do not claim any ownership to any of it. These Terms do not grant us any rights to your information or intellectual property except for the limited rights that are needed to provide the Service. We may use Your Content and other information you provide that has been de-identified, anonymized and aggregated with other de-identified, anonymized data (including from our other customers) for any of the following purposes: our internal research and development; development of tools, methodologies, algorithms and processes; machine learning; risk management; fraud prevention; enhancing our products, services and features; developing new products, services and features; and conducting and furthering our business.
3.7. The Service may make certain materials, including without limitation a Non-Disclosure Agreement (“NDA”), available through the Service. Such NDA is for informational purposes only and The Service makes no representations or warranties as to its validity, reliability or sufficiency. The NDA is not intended to (a) constitute legal advice or (b) create a Startup-Agent relationship. You acknowledge and agree that each situation is highly fact-specific and requires a knowledge of both state and federal laws. Therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions.
3.8. You, and not the Service, are responsible for maintaining and protecting your information. You will take adequate measures to keep your information secure. The Service will not be liable for any loss or corruption of your information, or for any costs or expenses associated with backing up or restoring any of your information. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of your information, and that it is your sole responsibility to use a secure encrypted connection to communicate with the Service if you wish to protect your transmission of data or files.
The Service will have no liability to you for any unauthorized access or use of any of your information, or any corruption, deletion, destruction or loss of any of your information.
3.9. The Service reserves the right to use your company name and logo for marketing or promotional purposes on website and in other communication with existing or potential customers.
3.10. The service contains closed tabs (Terms of partnership and Sales kit – only for the Startup role). The content of these tabs becomes visible to registered users with the Sales Manager role when both participants have established a connection (clicked on the Connect button and confirmed the incoming request).
4. Startup company obligations.
4.1. You, as the owner of the Startup company, by posting information about your company and about the product / services, understand and agree to enter into a legal agreement with both The Service and Agents.
4.2. Reliability of information. The Startup company guarantees that all information about the company, services, goods is accurate.
4.3. The Startup company enters into an agreement with an agent to search for a client and guarantees payment of remuneration in accordance with the agency agreement which is stored in the Service.
5. Representations and Warranties.
5.1 You represent and warrant to the Service that: (a) you have full power and authority to enter into these Terms, including, if you are using the Service on behalf of a business or entity, the authority to bind that business or entity to these terms; (b) you are 18 years of age or older, have the power to form a contract with the Service and are not barred under any applicable laws from doing so; (c) the information you submit is truthful, accurate and complete; (d) you will update your contact information if it changes, including, if you are using the Service on behalf of a business or entity, the contact information of that business or entity; (e) if you are using the Service on behalf of a business or entity, you agree to ensure that your business’ or entity’s users comply with these terms and that your business or entity will be responsible for violations of these terms by your users; (f) your use of the Service does not violate any applicable law or regulation; (g) you will comply with our rules for submitting your information to us or uploading your information to the Service; (h) you and your business or entity are solely responsible for your conduct; (i) you agree that we cannot be liable for any dispute that arises between you and any other user and that you and your business or entity will indemnify us from any action which may arise from your conduct; (j) the Service and related Software are proprietary to the Service and/or its suppliers or licensors and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws; and (k) unless otherwise expressly permitted in a prior writing signed by us, you will not assign, transfer, distribute, resell, lease or otherwise provide access to any third party to the Service.
5.2. When you submit your information to us, you represent and warrant that you: (a) own or have sufficient rights to upload your information on or through the Service; (b) will not copy, upload, download, or share your information unless you have the legal right to do so; (c) will not upload Content that violates our rights or any third party’s rights, including privacy, publicity, intellectual property (including copyrights) or contract rights; (d) have fully complied with any third-party licenses relating to your information, including paying all royalties, fees and any other monies relating to Content that you uploaded to the Service; (e) will not upload or submit Content that (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens physical harm against another, including Content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual, violent or unlawful manner; (f) will not use the Service for any unlawful or unauthorized purpose including, collecting usernames and/or email addresses of other users by electronic or any other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Service without our prior express written consent signed by a the Service authorized signatory; (g) will not upload or submit Content that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party; (h) will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Service or the networks or systems connected to this Service, including hacking into the Service, or using our system to send unsolicited or commercial emails, bulletins, comments or other communications; and (i) will not impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.
6. DISCLAIMER OF WARRANTIES.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by The Service or by third-party providers, or because of other causes beyond our reasonable control.
6.1 YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE SERVICE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE THAT THE SERVICE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM THE SERVICE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
6.2. WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY CONTENT OR ANY OTHER MATERIALS OR ITEMS MADE AVAILABLE ON OR LINKED TO BY THE SERVICE, OR THAT WE BELIEVE CONTENT OR ANY OTHER MATERIALS OR ITEMS ARE ACCURATE, USEFUL OR NON-HARMFUL.
6.3. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE MATERIALS OR CONTENT; OR THE CONTENT OF ANY SITE OR ANY OTHER ITEMS OR MATERIALS ON THE SERVICE OR LINKED TO OR BY THE SERVICE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, CONTRIBUTIONS, OR MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (C) ANY ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF THE SITE, SERVICE OR SECURE SERVERS AND ALL PERSONAL INFORMATION STORED THERE; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTRIBUTIONS, CONTENT AND MATERIALS; OR (G) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, CONTRIBUTIONS, OR MATERIALS UPLOADED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
6.4. THE SERVICE DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY CONSEQUENCE OF USING THE MATERIALS, INCLUDING, WITHOUT LIMITATION, THE NDA. THE SERVICE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ACTIONS OR OMISSIONS BASED ON THE NDA OR ANY OTHER DOCUMENT FOUND ON THE SERVICE ’S WEBSITE.
7. LIMITATION OF LIABILITY.
7.1. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, THE SERVICE ’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8.1.You will indemnify and hold The Service and its affiliates harmless from and against any loss, liability, damage, penalty, fine, cost, fee, expense, claim, action or demand, including reasonable legal and accounting fees, arising or resulting from: (a) your breach of these Terms, including any breach of your representations and warranties set forth above; (b) your information; or (c) your other access, contribution to, use or misuse of The Service Services, including, without limitation the materials. You agree to cooperate with any reasonable requests to assist The Service ’s defense of such claim, suit or demand.
9. Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver.
IMPORTANT NOTICE: AGREEMENT TO ARBITRATION. BY AGREEING TO THESE TERMS, USERS AGREE TO RESOLVE DISPUTES WITH ICANSELL INC THROUGH BINDING ARBITRATION AND USERS WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS
9.1 You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section is intended to be interpreted broadly and governs any and all disputes between us, including claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these terms; and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below.
9.2. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at email@example.com and provide a brief, written description of the dispute and your contact information (including your user name, if your dispute relates to an Account). Except for intellectual property, you and The Service agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with The Service , and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.
9.3 Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is initiated under section, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided below) subject to these terms.
9.4. Class Action Waiver. The parties further agree that the arbitration will be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND THE SERVICE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.
10.1. No agency, partnership, joint venture, or employment is created as a result of these terms and you do not have any authority of any kind to bind The Service in any respect whatsoever; instead, our relationship is that of independent contractors.
10.2 These terms create no third party beneficiary rights to the Service product or to any third party product made available through the Service.