These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Integra Groupe Venture as a Service (“Integra”) to you as a client(“Client”). These Terms prevail over any of Client’s general terms and conditions.
Integra is a portfolio management tool that facilitates all of Client’s venture needs. Integra shall provide certain services to Client in accordance with the level of service selected on Integra’s platform. The first level is a freemium service and will include all-in-one place access to your portfolio investments through a customized cloud-based portal. Additional service enhancements can be implemented (See https://igvaas.com for more information) (any such services provided depending on services selected, the “Services”) in accordance with these Terms.
Client shall:
(a) cooperate with Integra in all matters relating to the Services;
(b) respond promptly to any Integra request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Integra to perform Services in accordance with the requirements of these Terms;
(c) provide such Client materials or information as Integra may request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; and
(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
If Integra’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Integra shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
The Freemium service will be free of charge to the Client. It is anticipated that this Freemium service will only last for a specified period of time at which point the Client will be asked to enter into a fee agreement with Integra for the Services. Depending upon the Services selected, an advisory agreement may also be required.
Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under these Terms or prepared by or on behalf of Integra in the course of performing the Services, except for any Confidential Information of Client shall be owned by Integra.
All non-public, confidential or proprietary information of the other Party, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to portfolio companies, client information, customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by one Party to another Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and these Terms is confidential, and shall not be disclosed or copied without the prior written consent of the other Party. Confidential Information does not include information that is (i) in the public domain; (ii) known to a Party at the time of disclosure; or (iii) rightfully obtained by a Party on a non-confidential basis from a third party.
Access to the Services is not investment advice or the making of investment recommendations.
INTEGRA MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(a) IN NO EVENT SHALL INTEGRA BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT INTEGRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL INTEGRA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO INTEGRA PURSUANT TO THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Either party may terminate the Services upon ten (10) days written notice to the other Party. Sections 7, 8, 10, 11, 12 and 18 shall survive any termination.
No waiver by Integra of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Integra.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, any force majeure events, including but not limited to, (a) acts of God; (b) flood, fire, earthquake, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; and (d) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice within 5 days of the force majeure event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Client shall not assign any of its rights under these Terms without the prior written consent of Integra.
The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing.
These Terms may be updated from time to time. Any material modifications will require Client to confirm agreement to the updated Terms.
Potential for venture returns while changing the world.
