InstantCard Terms of Service

Last modified March 8, 2016

Welcome to InstantCard.  These terms and conditions (“Terms of Service” or “Agreement”) govern your access to and use of the products and services offered by InstantCard.

BY ACCESSING AND USING THE SERVICES IN ANY MANNER, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHOULD NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE SERVICES.

Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms mean the person or legal entity accessing or using the Services.  If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.

InstantCard reserves the right, at any time, to update and change any or all of these Terms of Service, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services.

  1. Definitions

“Authorized Users” means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any InstantCard competitor.

“Customer Content” means all information and data (including text, images, photos, and documents) or any other content in any media and format provided or made available to InstantCard by you or on your behalf in relation to the use of the Services.

“InstantCard” shall refer to all Services provided by InstantCard or by its corporate parent, BrightCard Inc.

“Services” means InstantCard products and services made available via our proprietary software delivered through the Site that enables you and Authorized Users to manage ID cards, credentials, qualifications, and related content.

“Working Days” shall be defined as any day that standard US Postal Service (USPS) pick-up and delivery is provided.

  1. InstantCard Services

2.1 Services and Support.

During the Term (as defined below), subject to the terms and conditions of this Agreement, and solely for business purposes, InstantCard shall use commercially reasonable efforts to make the InstantCard services available to you and your Authorized Users.  InstantCard will provide its customers with standard support on all working days between the hours of 9am and 6pm EST.

InstantCard shall use commercially reasonable efforts to ensure that any cards ordered before 4pm EST are printed and mailed out the same day.  This does not apply to batches over 100 cards, which will be processed on a best-efforts basis within 24 hours.

2.2 Updates and Functionalities.

You acknowledge that from time to time InstantCard may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, InstantCard shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”).

2.3 Acceptable Use.

You shall (i) be responsible for you and your Authorized Users’ compliance with these Terms of Service; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your user name and password confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify InstantCard if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations.

You must not (a) make the Services available to anyone other than to your Authorized Users; (b) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (c) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (d) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (e) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (f) attempt to gain unauthorized access to the Services or its related systems or networks; or (g) authorize, permit, or encourage any third party to do any of the above.

2.4 Non-Exclusivity.

You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict InstantCard’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

  1. Intellectual Property

3.1 InstantCard Services.

InstantCard retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of InstantCard’s rights or interests therein or any other InstantCard intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by InstantCard.

3.2 Customer Content.

You grant InstantCard a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you.  Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on InstantCard any right of ownership or interest in the Customer Content or the associated intellectual property rights.

  1. Term and Termination

4.1 Subscription and Auto-Renewal.  If you are purchasing InstantCard Services on a subscription basis, you can choose to purchase on a monthly or yearly subscription and your subscription will renew automatically. Subscriptions are billed in advance on a six-monthly or yearly basis (as per the option chosen when you purchased such services) and are non-refundable for the subscription period they are purchased for. You agree that InstantCard may process your credit card or PayPal account on each periodic renewal term (based on the applicable billing cycle).

4.2 This Agreement shall commence on the day you access the Services for the first time and shall continue until your account is cancelled and you cease using our Services (the “Term”).

4.3 Termination. If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to InstantCard, InstantCard can terminate or suspend your Account at our sole discretion. You may also cancel or disable your InstantCard account at any time.

4.4 Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by InstantCard; and (iii) you will pay InstantCard any and all unpaid amounts owed.

  1. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, INSTANTCARD EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INSTANTCARD SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INSTANTCARD OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INSTANTCARD EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY INSTANTCARD OR ANYTHING RELATED TO INSTANTCARD, YOU MAY CANCEL YOUR ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.4 (AUTO-RENEWAL AND CANCELLATION) OR SECTION 5.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND INSTANTCARD’S SOLE AND EXCLUSIVE LIABILITY).

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INSTANTCARD, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL INSTANTCARD BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

  1. General

7.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of InstantCard (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. InstantCard may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you.

7.2 Amendment. InstantCard reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the InstantCard website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by InstantCard as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by InstantCard and you.

7.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

7.4 Notices. For purposes of service messages and notices about the Services, InstantCard may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from InstantCard to an email address associated with your account, even if InstantCard has other contact information. You also agree that InstantCard may communicate with you through your InstantCard account or through other means including email, mobile number, telephone, or delivery services including the postal service about your InstantCard account. You acknowledge and agree that InstantCard shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

7.5 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

7.6 Governing Law. This Agreement and your relationship with InstantCard shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Maryland, USA.

7.7 Entire Agreement. The terms of this Agreement, together with any applicable Authorization Form, all exhibits, and InstantCard’s privacy policy and copyright policy, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail.