The PoleOS™ Company
These Terms of Service (“Terms”) govern your access to and use of our Platform.
Our Platform includes all our software-as-a-service offerings, such as IKE Office, IKE Field, IKE Office Pro, and IKE PoleForeman. It includes any installed software or mobile apps we provide for you to access those offerings and any Devices we lease to you.
As you read these Terms, please note the defined terms and their meanings in Section 16.
2.6.1 We will provide you with that training at mutually convenient times. We will make reasonable efforts to accommodate the times you request, subject to our pre-existing commitments.
2.6.2 In addition to any training fees, you agree to pay for our reasonable out-of-pocket travel, accommodation, and venue hire costs incurred in providing that training. We will provide you an estimate of these costs for your approval before we incur them. Our obligation to provide the training is subject to you approving that estimate. However, no additional costs are chargeable for any training we provide remotely.
2.6.3 If you fail to attend or cancel a pre-agreed session on less than two business days’ notice, we are not required to provide a replacement session, and you are not entitled to any refund of amounts paid for the training session. You must also pay any reasonable expenses that we have incurred within the estimate you approved for the training, for example, non-refundable travel expenses and venue fees.
3.2.1 You must ensure that the total number of active user profiles configured for that Subscribed Product does not exceed the number of Seats provided by your Subscription.
3.2.2 A user profile is ‘active’ if it can be used to log in to the Subscribed Product, whether or not it is actually used. However, ‘view only’ user profiles (that cannot edit or download data) do not count as ‘active’, and do not require a Seat.
3.2.3 You must ensure each individual User has their own user profile for the Subscribed Product, and that you and your Approved Affiliates do not share user profiles.
3.2.4 If one or more individuals share a user profile, you agree to purchase and pay for an increase in your Subscription to a level sufficient to provide separate Seats for each of those individuals.
3.2.5 For each Seat, you can swap one User with another no more than once per calendar month by deactivating the outgoing User’s profile and activating the incoming User’s profile.
3.2.6 If you do this more than once per month for any Seat, you must purchase and pay for an additional Seat for the remainder of the Subscription Term at our then-current list pricing as set by us.
3.7.1 use the Platform in violation of any Law;
3.7.2 use the Platform to send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
3.7.3 use the Platform to send or store malicious code of any kind;
3.7.4 knowingly interfere with or disrupt the operation of the Platform;
3.7.5 circumvent, or attempt to circumvent, any access controls on the Platform or its related systems or networks.
9.5.1 your Data;
9.5.2 your breach of the Agreement;
9.5.3 any use, copying, or modification by you or your Associates of the Platform or Documentation in a manner not authorized by the Agreement;
9.5.4 our following any specifications or directions provided by you, but only to the extent the infringement is an unavoidable result of following those specifications or directions.
12.7.1 any liability that cannot lawfully be limited or excluded by contract;
12.7.2 any liability either Party may have for fraud, deceit, or Willful Default;
12.7.3 any liability either Party may have under any intellectual property Laws for infringement of intellectual property rights;
12.7.4 any liability you may have under the indemnity in Section 7.7;
12.7.5 any liability we may have under the indemnity in Section 9.1;
12.7.6 any fees or other amounts the Agreement expressly requires you to pay to us.
In the Agreement, unless the context requires otherwise:
“Agreement” means an Order Document together with these Terms. If and to the extent we allow you access to the Platform without a current Subscription or after your Subscription has expired, the Agreement consists solely of these Terms.
“Affiliate” of a party means any entity controlled by, controlling, or under common control with that party, whether directly or through a chain of one or more entities where each successive entity in the chain controls the next. For this purpose, “control” of an entity means: (i) the ownership of more than 50% of the voting shares or equivalent interests in the entity; (ii) the right or power, directly or indirectly, to elect or remove directors of that entity; or (iii) the right or power to control the management of that entity.
“Approved Affiliates” means those of your Affiliates identified in the Order Document as being permitted to use the Subscribed Products, but only while they are your Affiliate.
“Associates” of an entity means that entity’s Affiliates, together with all Suppliers, Contractors, and Personnel of that entity and/or its Affiliates.
“Claims Costs and Liabilities” in relation to any investigation or enforcement action by a regulator or any third party claim or proceeding (in each case, an “Action”) means:
“Confidential Information” of a party (“Owner”) means any information in the possession or control of the other party (“Holder”) or its Associates that was first disclosed to the Holder or its Associates by or on behalf of the Owner, or was first acquired by the Holder or its Associates through an inspection or evaluation of any premises, facilities, documents, systems or other assets owned or controlled by the Owner, or is derived from any of the foregoing. However:
“Contractor” referring to your Contractors, means any service provider or supplier engaged, either directly by you or through a chain of service providers or suppliers ending with you, to provide you with services that make use of the Platform.
“Contract Year” means each successive period of 12 months, commencing at the start of the first Subscription Term and each 12-month anniversary thereafter.
“Data” or “Your Data” means data that you or your Authorized Users have uploaded to the Platform, together with any outputs generated by the Platform from that uploaded data.
“Data Breach” means any incident involving unauthorized Processing of your Data.
“Device” means an IKE hardware device loaned to you as part of your Subscription.
“Documentation” means the standard user documentation and technical documentation for the Platform, as updated by us from time to time and made available for viewing or download on the Platform.
“Feedback” means details of proposed changes or additions to the Platform or Documentation, whether in the form of suggestions, designs, or otherwise.
“Information Security Breach” means a breach of Section 10 or Section 11.
“Insolvency Event” in relation to an entity means that the entity: ceases or threatens to cease all or substantially all of its business; is, or is deemed to be, insolvent or bankrupt; has a receiver, liquidator, administrator, bankruptcy trustee, statutory manager or similar officer appointed over all or any substantial portion of its property; makes an assignment for the benefit of, or makes any arrangement or composition with, its creditors; passes any resolution or is the subject of proceedings, for its amalgamation with any other entity, except for the purposes of bona fide solvent restructuring; and/or is subject to anything analogous to one or more of the foregoing under the laws of any jurisdiction.
“Law” means all applicable statutes, regulations, and bylaws and all mandatory codes, rules, and orders promulgated under them in each relevant jurisdiction.
“Order Document” means a document that: (i) sets out the details of a subscription to one or more components of the Platform, and/or any one-off services that we are to provide to you to facilitate your use of the Platform; (ii) includes or references these Terms; and (iii) has been accepted by you in accordance with clause 1.4 of these Terms.
“Personnel” means, in respect of an entity, any individual who is a director, officer, employee, contracted staff member, or other worker of that entity or of that entity’s Contractors, Suppliers, or agents. This does not mean your Personnel are also our Personnel or vice versa.
“Platform” means the software services that we host and make available for customers to use over the internet, including any mobile apps or other installed software that we provide as a means for customers to access those hosted services. The Platform also includes any Devices leased to you as part of your Subscription.
“Processing” includes storing, using, copying, modifying, transmitting, distributing, and deleting, and “Process” has a corresponding meaning.
“Seat” means an entitlement to a single active user profile in the Platform. For example, if your Subscription provides for 20 users, that means 20 Seats. A user profile is ‘active’ if at can be used to log in to a Subscribed Product, regardless of whether anyone is actually logged in at any give time.
“Services Engagement” means an engagement outlined in an Order Document, requiring us to provide you with one-off services relating to a Subscribed Product, including any professional services, consulting services and/or technical services.
“Subscribed Products” means those components of our Platform covered by your Subscription, as stated in the Order Document.
“Subscription” means the subscription purchased under the Order Document.
“Subscription Term” means the term of your Subscription, as determined in accordance with Section 2 and the relevant Order Document.
“Supplier” referring to our Suppliers, means any service provider or supplier engaged, either directly by us or through a chain of service providers or suppliers ending with us, to provide services that are used to develop, host, support, maintain or manage the Platform.
“Third Party IP Claim” means a claim by a third party (excluding any of your Associates) alleging that your use of the Platform or Documentation infringes intellectual property rights that the third party is entitled to enforce.
“User” means any person using an account or user profile that you have created in the Platform or an account or user profile that we have created in the Platform at your request.
“Website” means our company website, which as at the date of these Terms, is located at www.ikegps.com. To avoid doubt, this includes any page on that website accessible through a series of hyperlinks starting at the home page and not only the home page itself.
“Willful Default” means a breach of the Agreement committed by a party knowing it to be a breach or being reckless as to whether that is the case.
17.1.1 use the Platform in violation of any Law;
17.1.2 use the Platform to send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
17.1.3 use the Platform to send or store malicious code of any kind;
17.1.4 knowingly interfere with or disrupt the operation of the Platform;
17.1.5 circumvent, or attempt to circumvent, any access controls on the Platform or its related systems or networks.
17.1.6 use the Platform in violation of any Law;
17.1.7 use the Platform to send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
17.1.8 use the Platform to send or store malicious code of any kind;
17.1.9 knowingly interfere with or disrupt the operation of the Platform;
17.1.10 circumvent, or attempt to circumvent, any access controls on the Platform or its related systems or networks.
17.1.11 knowingly interfere with or disrupt the operation of the Platform;
17.1.12 circumvent, or attempt to circumvent, any access controls on the Platform or its related systems or networks.
View the previous Terms of Service from May 2018
[email protected]
+1 303 222 3218
ikeGPS Inc.
329 Interlocken Parkway,
Suite 120, Broomfield, CO 80021