Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (“Customer”, “you”) and Instly Technologies Inc. (“Instly”, “we”, “us”) and govern your access to and use of our websites, dashboards, APIs, mobile applications, and related services (collectively, the “Services”). By accessing or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization.

1. Accounts

You must provide accurate information when registering and keep it current. You are responsible for safeguarding credentials and for all activity under your account. Notify us immediately of any unauthorized access. We may suspend accounts that pose security or compliance risks.

2. Subscription, fees, and taxes

Paid Services are billed according to the plan or order form you select. Fees are non-refundable except as required by law or expressly stated. You authorize us (or our payment processor) to charge applicable fees and taxes. Late payments may incur interest at the lower of 1.5% per month or the maximum rate permitted by law. We may modify pricing on renewal with prior notice.

3. Acceptable use

You agree not to:

• Use the Services in violation of law or third-party rights;
• Reverse engineer, decompile, or attempt to derive source code, except where permitted by law;
• Resell, sublicense, or provide the Services to a competitor for benchmarking without our written consent;
• Upload malware, attempt to bypass security, or interfere with the integrity or performance of the Services;
• Use the Services to make decisions that produce legal or similarly significant effects on individuals without appropriate human oversight required by applicable law;
• Submit personal data of categories you are not authorized to process.

4. Customer data

You retain all rights in data you or your end-users submit to the Services (“Customer Data”). You grant Instly a worldwide, non-exclusive license to host, copy, transmit, and display Customer Data solely as necessary to provide and improve the Services and as permitted by our Privacy Policy and Data Processing Addendum. You are responsible for the accuracy, quality, and lawfulness of Customer Data and for obtaining all necessary consents.

5. Intellectual property

The Services, including all software, models, documentation, and trademarks, are owned by Instly or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription. We may use anonymous, aggregated usage data to operate and improve the Services.

6. Third-party services

The Services may interoperate with third-party products (e.g., carriers, payment processors, identity providers). Your use of third-party products is governed by the applicable third-party terms; Instly is not responsible for third-party services.

7. Confidentiality

Each party will protect the other’s Confidential Information using the same degree of care it uses to protect its own (and no less than reasonable care), and will use it only to perform under these Terms. Confidential Information does not include information that is public, independently developed, or rightfully received from a third party without confidentiality obligations.

8. Warranties and disclaimer

We will provide the Services in a professional and workmanlike manner consistent with general industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INSTLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO INSTLY FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

10. Indemnification

You will defend and indemnify Instly against third-party claims arising from your Customer Data, your use of the Services in violation of these Terms, or your violation of law. Instly will defend and indemnify you against third-party claims that the Services, when used as permitted, infringe a third party’s intellectual property rights, subject to standard exclusions and remedies.

11. Term and termination

These Terms remain in effect while you use the Services. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, your right to use the Services ends and we will delete or return Customer Data in accordance with our Data Processing Addendum. Sections that by their nature should survive termination will survive.

12. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

13. Changes to the Services or Terms

We may update the Services and these Terms from time to time. Material changes to these Terms will be communicated through the Services or by email; continued use after the effective date constitutes acceptance.

14. Miscellaneous

These Terms, together with any order form and our Privacy Policy and Data Processing Addendum, constitute the entire agreement between the parties regarding the Services. If any provision is found unenforceable, the remainder will remain in effect. Failure to enforce a right is not a waiver. You may not assign these Terms without our consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

15. Contact

Questions about these Terms? Contact info@instlytechnologies.com.