Terms of Service

1. Acceptance of Terms

By accessing or using the Incenify platform, website, and services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Services.

These Terms constitute a legally binding agreement between you and Incenify, Inc. ("Incenify," "we," "us," or "our"). You represent and warrant that you have the authority to enter into these Terms, either on behalf of yourself or the entity that you represent.

If you are using the Services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization or entity to these Terms. In such cases, "you" and "your" will refer to both you individually and the entity you represent.

2. Definitions

Throughout these Terms, the following definitions apply:

• "Account": Your registered account with Incenify that allows you to access and use the Services.
• "Content": All information, data, text, software, graphics, messages, or other materials that are uploaded, posted, provided, or otherwise made available through the Services.
• "User Content": Content that you or your authorized users upload, post, or otherwise submit to or through the Services.
• "Incenify Content": Content that we provide or make available through the Services, including but not limited to software, documentation, images, text, and designs.
• "Subscription": The paid access to the Services according to the plan you select.
• "Partner": Third-party entities that participate in your channel incentive programs through the Incenify platform.

3. Account Registration and Security

To use certain features of the Services, you must register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding your Account credentials and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

You may not share your Account credentials with any third party. You may not transfer your Account to another person or entity without our prior written consent.

4. Services Description

Incenify provides a platform for managing channel incentive programs, partner portals, and performance analytics. The specific features and functionality available to you depend on the Subscription plan you select.

We reserve the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.

We may release new features, functionality, or services as part of the Services. Any new features, functionality, or services will be subject to these Terms unless we explicitly state otherwise.

5. Payment Terms

Some aspects of the Services may be provided for a fee. You agree to pay all fees in accordance with the pricing and payment terms presented to you for the Subscription plan you select.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services.

You agree to provide us with accurate and complete billing information, including a valid payment method. You authorize us to charge your payment method for all fees incurred.

Unless otherwise specified, all fees are non-refundable. We may change our fees at any time by posting the changes on the Services or by notifying you directly. Any change in fees will not apply to the billing period in which the change occurs.

6. Intellectual Property Rights

The Services and all Incenify Content are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Incenify and its licensors own all right, title, and interest in and to the Services and Incenify Content.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Incenify Content solely for your internal business purposes.

You may not: (a) copy, modify, or create derivative works based on the Services or Incenify Content; (b) distribute, transmit, display, perform, or otherwise use the Services or Incenify Content in any manner not expressly authorized by these Terms; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services; (d) remove any proprietary notices or labels on the Services or Incenify Content; or (e) access the Services to build a similar or competitive product or service.

7. User Content

You retain all right, title, and interest in and to your User Content. By submitting User Content to the Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with providing and improving the Services.

You represent and warrant that: (a) you own or have the necessary rights to your User Content; (b) your User Content does not infringe or violate the intellectual property rights or any other rights of any third party; and (c) your User Content complies with these Terms and all applicable laws and regulations.

We have the right, but not the obligation, to monitor, edit, or remove any User Content. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends through the Services.

8. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Using the Services for any illegal purpose or in violation of any local, state, national, or international law;
• Violating or encouraging others to violate the rights of third parties, including intellectual property rights;
• Uploading or sharing any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Interfering with or disrupting the Services or servers or networks connected to the Services;
• Attempting to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
• Using any automated means or interface not provided by us to access the Services or to extract data;
• Impersonating another person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• Selling, transferring, or licensing your Account access to any third party;
• Using the Services in a manner that could disable, overburden, damage, or impair the Services;
• Using the Services to send unsolicited communications, promotions, or advertisements, or to spam, phish, or otherwise engage in fraudulent activities.

9. Disclaimer of Warranties

We do not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or (e) any errors in the Services will be corrected.

Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Incenify assumes no liability or responsibility for: (a) any errors, mistakes, or inaccuracies of Content; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (c) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Services; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party; (f) any errors or omissions in any Content or for any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Services; and/or (g) User Content or the defamatory, offensive, or illegal conduct of any third party.

In no event will Incenify's total liability to you for all damages, losses, or causes of action exceed the amount you have paid to Incenify in the last six (6) months, or, if greater, one hundred dollars ($100).

11. Indemnification

You agree to defend, indemnify, and hold harmless Incenify, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the Services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

12. Termination

We may terminate or suspend your Account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Upon termination, your right to use the Services will immediately cease. If you wish to terminate your Account, you may simply discontinue using the Services or contact us to request Account deletion.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

You agree to waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

14. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

15. Contact Information

If you have any questions about these Terms, please contact us at:

Incenify, Inc.
1234 Incentive Drive, Suite 100
Channel City, CA 98765
Email: legal@incenify.com