Terms of Service

Acceptance of Terms

1. iGMS Technologies Inc. (“iGMS”, “We”) provides its Service (as defined below) to you through its web site located at https://www.igms.com and https://www.igms.com (the “Site”), application programming interface (the “API”), or any mobile application (the “Mobile App”, together with the Site and the API, the “Application”) that iGMS may offer from time to time, subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service. Any actions you or any of your employees, consultants, agents, representatives, and users take on the Service shall be deemed to have occurred on behalf of your legal entity.
2. You can review the most current version of this TOS at any time at https://www.igms.com/terms/ or https://www.igms.com/terms/. If any term of this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

Description of Service

The “Service” means (a) the Application, (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”) and all modifications thereto.
iGMS reserves the right to alter the Service at any time. Certain features of the Service may not be available in all countries. We reserve the right to limit or make available the Service or parts of the Service depending on location.
iGMS occasionally develops and offers limited beta releases for new features. To participate in a beta release, you must explicitly agree to the additional terms and conditions for such beta release that are presented to you. This TOS does not necessarily cover a beta release.
The Service is provided “as-is”. That means the Service may include bugs that impact your ability to use the Service and/or may impact your business. iGMS is not liable for your use of the Service.

General Conditions/ Access and Use of the Service

1. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes and in compliance with all applicable local, state, and federal laws. Prior to using the Service, you must ensure that any such use is permitted in your jurisdiction. You shall comply with any codes of conduct, policies or other notices iGMS provides you or publishes in connection with the Service, and you shall promptly notify iGMS if you learn of a security breach related to the Service. Without limiting any of the foregoing, you agree to comply, and require that your employees, consultants, agents, representatives, and users comply, with all applicable laws, whether federal, state, local or international.
2. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to iGMS. You shall 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 without limitation 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.
3. The Service is protected by copyright, trademark, and other laws of Canada, the United States and foreign countries. Except as expressly provided in the TOS, iGMS, its suppliers and licensors own all right, title and interest in and to the Service, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
4. Any software that may be made available by iGMS in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, iGMS hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall 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 iGMS for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of iGMS or any third party is granted to you in connection with the Service
5. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “transfer(ring)”) in connection with or relating to the Service (“Your Content”). We have the right, but not the obligation, to remove any of Your Content that we determine in our sole discretion to be offensive content. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such content or engages in unacceptable behavior on or through the Service. We reserve the right to delete Your Content if you cancel your account with us; however, Your Content will remain retrievable for 30 days after the termination of your account. iGMS warrants that your data will be treated in accordance with its Privacy Policy and applicable law.
6. iGMS may collect information about your use of the Service (“Usage Data”). Usage Data may be used for data analytics purposes to review, analyze, and optimize the Service.
7. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. iGMS reserves the right to access your account for purposes that iGMS deems appropriate, for example, to respond to your requests for technical support or account management. By transferring Your Content on or through the Service, You hereby do and shall grant iGMS a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. iGMS has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that iGMS may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
8. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to iGMS’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. iGMS will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
9. The failure of iGMS to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and iGMS, even though it is electronic and is not physically signed by you and iGMS, and it governs your use of the Service and takes the place of any prior agreements between you and iGMS.
10. iGMS reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on iGMS’s website and in other communication with existing or potential iGMS customers. To decline iGMS this right you need to email support@igms.com stating that you do not wish to be used as a reference.
11. iGMS reserves the right at any time to modify or discontinue, temporarily or permanently, your account and/or the Service (or any part thereof) with or without notice. iGMS shall not be liable to you or to any third party for any modification, price change, change in capacity or accessibility, suspension or discontinuance of the Service. iGMS may limit your use of the Service for any reason at all, in iGMS’s sole discretion. You agree that any termination or limitation of your access to the Service may be without prior notice, and you agree that iGMS will not be liable to you or any third party for such change or termination. If iGMS terminates this TOS or your access or use of the Service due to your breach of this TOS or any suspected fraudulent, abusive, or illegal activity, then termination of this TOS shall be in addition to any other remedies iGMS may have at law or in equity.

Payment

The free trial offer entitles new, registered users to a fourteen (14) day free trial of the Services. You represent and warrant to iGMS that any payment information you provide is true and that you are authorized to use the payment instrument for this Service. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay iGMS the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize iGMS to bill your payment instrument in advance of receipt of any Service or after your use of the Service on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. We reserve the right to change iGMS’s prices. If iGMS does change the pricing plans, iGMS will provide notice of the change on the Application or in email to you, at iGMS’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Your failure to provide payment in accordance with your payment plan on a timely basis shall afford iGMS the right to terminate your access to the Service. All fees are non-refundable and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees iGMS incurs collecting late amounts. Additional information on our payment plans is available at https://www.igms.com/pricing/ or https://www.igms.com/pricing/, on the Site, or in the order form confirming your purchase. To the extent your use of the Service exceeds the usage limits provided for in your payment plan, you were not invoiced for services rendered, or you missed any payments due on your account, iGMS reserves the right to recover such fees and charge you standard and overage fees for any such regular and excessive use.

A valid credit card is required for you to continue using the paid version of iGMS Services after the fourteen (14) day free trial period ends. 

Monthly PRO Plan:  

• The Services are billed on a monthly basis at the beginning of the month following after the billing month and are non-refundable. 
• There will be no refunds or credits for partial months, or for months unused with an open account. 
• If you decide to terminate your Monthly PRO Plan, we will issue the final bill that will contain the regular billing amount. There are no credits or refunds for partial months or for months unused with an open account. You are liable to pay the final bill.

Annual PRO Plan: 

• The Services are billed on a monthly basis. If you have more than 10 (ten) active properties at the beginning of the month following after the billing month and are non-refundable. 
• The Services are billed as a one-time prepayment. If you have fewer than 10 (ten) active properties within 3 business days after subscription upgrade. 
• There will be no refunds or credits for partial months or for months unused with an open account. 
• Contract termination before the due date switches the subscription to Monthly PRO. The charges are applied for the difference between the annual and monthly rates for the period of your subscription. You are liable to pay the final bill. 

Example: You signed up for the iGMS Annual PRO Plan with 1 property and used the Service for 6 months at the rate of $27 per property per month. If you decide to cancel in 6 months, your subscription for these past 6 months will be recalculated with the PRO monthly rate of $40 per property per month. Therefore, the difference of $13 per month ($78 in total) will be charged to your final bill. 

FLEX Plan: 

• The Services are billed on a monthly basis based on the number of booked nights you have per month but no less than $20 per month per active property. 
• The billing cycle starts at the beginning of the next month. 
• There will be no refunds or credits for partial months or for months unused with an open account. 
• If you decide to terminate your Flexible Plan, we will issue the final bill for your last month of usage. You are liable to pay the final bill.

LITE Monthly Plan: 

• LITE plan is only applicable if you have fewer than five (5) active properties at any time during the billing month. 
• The Services are billed on a monthly basis at the beginning of the next month and are non-refundable. 
• There will be no refunds or credits for partial months or for months unused with an open account. 
• If you decide to terminate your LITE Monthly Plan, we will issue the final bill for your last month of usage. You are liable to pay the final bill.

LITE Prepaid Annual Plan:. 

• LITE plan is only applicable if you have fewer than five (5) active properties at any time during the billing month. 
• The Services are billed in advance on a yearly basis and are non-refundable. 

We reserve the right to change service fees upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to iGMS or by email.

Promo codes are not valid during any seasonal promotional periods and with promo rates.

Subscription upgrades and downgrades

• LITE plan users are authorized to upgrade their subscription to PRO or FLEX at any time. The new subscription will come into effect on the date of upgrade.
• PRO and FLEX plan users are not authorized to upgrade or downgrade their subscription to LITE if they have more than 4 active properties.
• Downgrades from the PRO subscription are possible no more than once (1) per year and only upon request. iGMS is entitled to refute such requests.
• The LITE plan users are not authorized to have more than four (4) active properties. In case an active account has 5 and more active properties, the subscription will be automatically upgraded to PRO monthly or PRO annual respectively. The charges will be applied in accordance with the PRO plan rates starting from the date of the upgrade.

Minimum fee

A minimum fee covering at least one property is applied if you do not have any active reservations or properties during the billing cycle. The fee corresponds to your monthly rate per property per month. Your rate is indicated in your iGMS Profile.

Billing Disputes

All billing disputes should be addressed within the billing month the invoice was issued. You have 30 days from the date of invoice to contest charges, emailing directly to billing@igms.com. iGMS will disregard all disputes addressed after 30 days from the date of invoice. All objections to the amount charged per month are processed within 7 business days. iGMS is entitled to refute any objections based on the internal data and evidence.

iGMS is not responsible for any loss of revenue regarding Properties.

Representations and Warranties

You represent and warrant to iGMS that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow iGMS to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and iGMS’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you will comply with all applicable local, state, federal and international laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and laws governing recording phone calls; and (v) you are eighteen (18) years of age or older. Without limiting the foregoing, you represent and warrant that you shall seek the appropriate consent for any unsolicited marketing calls, agree not to sell your data, and only use any features available on the Service in locations where such features are permissible.

Termination

You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. iGMS reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if iGMS believes that you have violated this TOS. iGMS shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. iGMS will use good faith efforts to contact you to warn you prior to suspension or termination of your account by iGMS. All of Your Content on the Service (if any) may be permanently deleted by iGMS upon any termination of your account in its sole discretion. If iGMS terminates your account without cause and you have signed up for a fee-bearing service, iGMS will refund the prorated, unearned portion of any amount that you have prepaid to iGMS for such Service. However, all accrued rights to payment and the terms of Section 4-17 shall survive termination of this TOS.

DISCLAIMER OF WARRANTIES

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 iGMS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT iGMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM iGMS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

Indemnification

You shall defend, indemnify, and hold harmless iGMS from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service, including without limitation any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service, violation of any applicable laws including TCPA, the Federal Trade Commission’s National Do Not Call Registry, CAN-SPAM Act, telemarketing regulations, and state and federal laws around recording phone calls, and any third-party litigation arising out of your use of the Service. iGMS shall provide notice to you of any such claim, suit or demand. iGMS reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting iGMS’s defense of such matter.

Modifications

iGMS may change this TOS from time to time with at least 30 days’ prior notice. You can review the most current version of this TOS at any time at https://www.igms.com/terms/ or https://www.igms.com/terms/. “Prior notice” means the revised terms and conditions will be posted on the Service. If you use the Service within 30 days after the notice had been posted, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

Assignment

You may not assign this TOS without the prior written consent of iGMS, but iGMS may assign or transfer this TOS, in whole or in part, without restriction.

Governing Law

These Terms of Use, your use of the Website and all related matters are and will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising from, connected with or relating to these Terms of Use, your use of the Website or any related matter will be resolved before the Supreme Court of British Columbia sitting in the City of Vancouver, and you and iGMS each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all disputes, except that iGMS in its discretion may commence legal proceedings against you in the courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Use and protect iGMS’s rights in, to and associated with the Website and its content.

Arbitration

The parties agree that any dispute with respect to any matter covered under this TOS, including any disputed claim for indemnification, will be submitted to mandatory, final and binding arbitration before with the San Francisco, California branch of JAMS (“JAMS”), governed by JAMS’ Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the “JAMS Rules”) and heard before one arbitrator. You and iGMS shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs associated with any arbitration pursuant to this Section 13.

Privacy

Please visit https://www.igms.com/privacy-policy/ or https://www.igms.com/privacy-policy/ to understand how iGMS collects and uses personal information.

CONFIDENTIALITY

Definition. By virtue of your use of the Service, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this TOS, means any written, machine-reproducible and/or visual materials, whether labeled as proprietary, confidential, or with words of similar meaning or not, and all information that is orally or visually disclosed, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. iGMS Confidential Information includes, without limitation, the Usage Data, including the content therein, including any Software whether in source or executable code, documentation, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Service.
Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
Use and Nondisclosure. During the term and for a period of five (5) years after expiration or termination of your use of the Service, you shall not make the iGMS’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising your rights and performing your obligations under this TOS. You shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this TOS, but in no event will you use less effort to protect the Confidential Information of the other party than you use to protect your own Confidential Information of like importance. You will ensure that any agents or subcontractors that are permitted to access any of iGMS’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

Notice

The Service is conducted electronically and you agree that iGMS may communicate electronically with you for any matters relating to the Service, including but not limited to information and notifications regarding product updates, payments, and ways to more efficiently use the Service, and legal notices of any kind, including cancellation and termination, unless prohibited by law. Any notices to be provided to you under this TOS shall be sent by electronic mail to the last email address that we have on file for you, and you hereby consent to receiving any such notice by electronic mail. Notice shall be deemed to have been given by iGMS on the date we sent the relevant electronic communication with applicable receipt of delivery.